Common use of Environmental Covenants Clause in Contracts

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee Lender in writing; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”"ENVIRONMENTAL LIENS"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this AgreementSECTION 8.3 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has reason to believe that an environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any hazard exists on the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.;

Environmental Covenants. Each Indemnitor The Borrower covenants and agrees that that: (ai) all uses and operations on or of each PropertyProject, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; ; (bii) there except for Releases incidental to the Use of Hazardous Substances permitted by clause (iii) below and in compliance with all Applicable Laws, the Borrower shall be no Releases not permit a Release of Hazardous Substances in, on, under or from any Property Project; (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (ciii) there the Borrower shall be no not knowingly permit Hazardous Substances in, on on, or under any PropertyProject, except those that are both (i) in compliance with all applicable Environmental Laws and of types and in quantities customarily used in the ownership, operation and maintenance of buildings similar to the Projects (i.e., materials used in cleaning and other building operations) and shall undertake to supervise and inspect activities occurring on the Projects as may be reasonably prudent to comply with the foregoing obligation; (iv) except as disclosed in Schedule 8.11 or as specifically described in the Environmental Reports, the Borrower shall not permit any necessary permits issued pursuant thereto underground storage tanks to be in, on, or under any Project, and shall operate, maintain, repair and replace any such underground storage tank so disclosed in compliance with all Applicable Laws; (iiv) fully disclosed to Indemnitee in writing; Reserved; (dvi) Indemnitors the Borrower shall keep each Property Project free and clear of all liens Liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the collectively, “Environmental Liens”); provided; (vii) notwithstanding clause (iii) above, that after prior notice the Borrower shall not, or knowingly permit any other Person to, install any asbestos or asbestos containing materials on any Project, and shall upon and following the Closing Date implement, comply with and maintain in effect an operations and maintenance program with respect to Indemniteeany existing asbestos or asbestos containing materials located at any Project; (viii) the Borrower shall cause the Remediation of such Hazardous Substances present on, Indemnitorsunder or emanating from any Project, at their own expenseor migrating onto or into any Project, may contest the amount or validity of any Environmental Liens in accordance with this Agreement and applicable Environmental Laws subject to the terms right to contest such Remediation in accordance with Section 7(a) of the Senior Loan DocumentsEnvironmental Indemnity; and (eix) Indemnitors shallthe Borrower shall provide the Administrative Agent, the Lenders and their representatives (A) with access, upon prior reasonable notice, at reasonable times (during normal business hours) to all or any portion of any Project for purposes of inspection; provided that such inspections shall not unreasonably interfere with the operation of such Project or the tenants or occupants thereof, and shall be subject to the rights of tenants under their sole cost Leases, and expensethe Borrower shall cooperate with the Administrative Agent, fully the Lenders and their representatives in a timely manner cooperate in all activities pursuant to Section 2 of this Agreementconnection with such inspections, including, but not limited to, providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related promptly upon request, copies of all environmental investigations, studies, audits, reviews or other analyses conducted by or that are in any way the possession or control of the Borrower in relation to any Property; (C) any actual Project, whether heretofore or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementhereafter obtained.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there Borrower shall be no Releases not cause or permit the Release of any Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee Lender in writing; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement8.3 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental hazard exists on or affects the Property to (i) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Propertygovernmental authority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Borrower shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementArticle 8.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that that: (a) Borrower shall use commercially reasonable efforts to ensure that all uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, Property shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there Borrower shall be no use commercially reasonable efforts to prevent any Releases of Hazardous Substances in, on, under or from the Property; (c) Borrower shall not permit any Property Hazardous Substances in, on, or under the Property, except those that are (except i) in compliance with all applicable Environmental Laws and with permits issued pursuant theretothereto (to the extent such permits are required by Environmental Law); , (cii) there shall be no Hazardous Substances de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under any Property, except those that the Property and which are both (i) otherwise permitted under and used in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto Law and (iiiii) fully disclosed to Indemnitee Lender in writing; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”"ENVIRONMENTAL LIENS"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this AgreementSECTION 8.3 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has reason to believe that an environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any hazard exists on the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.;

Environmental Covenants. Each Indemnitor (a) Pledgor covenants and agrees that so long as the Loan is outstanding (ai) all uses and operations on or of each Propertythe Properties, whether by any of the Indemnitors Mortgage Borrower or any other Person, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property of the Properties; (iii) there shall be no Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all amounts not in excess of that necessary to operate the applicable Environmental Laws and with any necessary permits issued pursuant thereto and Individual Property or (ii2) fully disclosed to Indemnitee and approved by Lender in writing; (div) Indemnitors Pledgor shall cause Mortgage Borrower to keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Pledgor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Borrower to fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Borrower to perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertyof the Properties, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender’s reasonable belief that an Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Borrower to comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any PropertyIndividual Property as required by Environmental Law; and (iiB) comply with any applicable Environmental Law; and/or (iiiviii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating Pledgor shall cause Mortgage Borrower to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect use its best efforts to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly not allow any tenant or other user of any Property of the Properties to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of violate any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors Pledgor shall promptly immediately notify Indemnitee Lender in writing after it has become aware of (A) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawof the Properties; (B) material any non-compliance with any Environmental Laws related in any way to any Propertyof the Properties; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation remediation of environmental conditions relating to any Propertyof the Properties; and/or and (E) any written or oral notice or other communication of which any Indemnitor Pledgor becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to Hazardous Materials. (b) Lender and any other Person designated by Lender, including but not limited to any representative of a material Governmental Authority, and any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times, subject to the rights of tenants under their Leases and upon reasonable advance notice, to assess any and all aspects of the environmental condition of any Individual Property and its use, including but not limited to conducting any environmental assessment or unlawful Releaseaudit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or threatened Releasebuilding materials, of Hazardous Substances and conducting other invasive testing. Pledgor shall cause Mortgage Borrower to cooperate with and provide access to Lender and any such Person or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreemententity designated by Lender.

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or For purposes of each Propertythis Agreement, whether by any of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both following terms will have the following meanings: (i) "HAZARDOUS MATERIAL" or "HAZARDOUS MATERIALS" means and includes petroleum products, flammable explosives, radioactive materials, asbestos or any material containing asbestos, polychlorinated biphenyls, or any hazardous, toxic or dangerous waste, substance or material defined as such or defined as a hazardous substance or any similar term, by, in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any for the purposes of the Indemnitors or any other Person Environmental Laws, including, without limitation Section 101(14) of CERCLA (the “Environmental Liens”hereinafter defined); provided, that after prior notice to Indemniteethe term "HAZARDOUS MATERIALS" will exclude quantities of materials or substances maintained by Lessor, IndemnitorsSprint Collocator, at their own expenseits Affiliates, may contest Lessee and Tower Subtenants on or about any Site (including Tower and Improvements on such Site) in the amount or validity ordinary course of any Environmental Liens business, so long as such materials are maintained in accordance with the terms of applicable Environmental Laws: (ii) "RELEASE" will have the Senior Loan Documents; (e) Indemnitors shallmeaning given such term, at their sole cost and expenseor any similar term, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreementthe Environmental Laws, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwisewithout limitation Section 101(22) of the Class B Member, the Company or any of its Subsidiaries, CERCLA; and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with "ENVIRONMENTAL LAW" or "ENVIRONMENTAL LAWS" will mean any directive from "SUPER FUND" or "SUPER LIEN" Law, or any Governmental Authority having jurisdiction over the applicable Property requiring any action other federal, state or local statute, Law, ordinance, code, rule, regulation, order or decree, regulating, relating to or imposing liability or standards of conduct concerning any environmental condition in, on, under, from Hazardous Materials as may now or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and time hereafter be in formeffect, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to requireincluding, without limitation, the proper preparation following, as same may be amended or replaced from time to time, and maintenance all regulations promulgated under or in connection with: the Superfund Amendments and Reauthorization Act of all records1986; The Comprehensive Environmental Response, papers Compensation and forms required under the Environmental LawsLiability Act of 1980; (l) in the event that any inspection or audit reveals the presence of The Clean Air Act; The Clean Water Act; The Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionalsSubstances Control Act; The Solid Waste Disposal Act, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued as amended by the National Multi Housing CouncilResource Conversation and Recovery Act; The Hazardous Materials Transportation Act; and (m) Indemnitors shall promptly notify Indemnitee in writing The Occupational Safety and Health Act of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement1970.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all uses and operations on or of each Individual Property, whether by any of the Indemnitors Mortgage Borrower or any other Person, shall be in compliance in all material respects with all applicable Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property of the Properties in violation of any Environmental Law; (iii) there shall be no Hazardous Materials in, on, or under any Individual Property, except those that are in compliance with all applicable Environmental Laws and with permits issued pursuant thereto), if and to the extent required; (civ) there Borrower shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed cause Mortgage Borrower to Indemnitee in writing; (d) Indemnitors shall keep each Individual Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental LawLaw applicable to such Individual Property, whether due to any act or omission of any of the Indemnitors Mortgage Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, cause Mortgage Borrower to fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement5.1.19(b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, cause Mortgage Borrower to perform any environmental site assessment or other investigation of environmental conditions in connection with any Individual Property, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender’s reasonable belief that such Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be compliance in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesall material respects with all applicable Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, cause Mortgage Borrower to comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any such Individual Property; and (iiB) comply with any Environmental Law applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Individual Property; provided, that with respect (viii) Borrower shall not knowingly cause or permit Mortgage Borrower to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Individual Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of violate any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement Law applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing CouncilIndividual Property; and (mix) Indemnitors Borrower shall promptly immediately notify Indemnitee Lender in writing after it has become aware of (A) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Individual Property in material violation of, or as might be reasonably expected to result in material liability under, of any Environmental Law; (B) any material non-compliance with any Environmental Laws related in any way to any Individual Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation remediation of environmental conditions relating to any Individual Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a Hazardous Materials in, on, under, from or migrating towards any Individual Property. (b) In the event that Lender shall reasonably believe that any Individual Property is not in compliance in all material respects with all Environmental Laws applicable to such Individual Property, Lender and any other Person designated by Lender, including but not limited to any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times and after reasonable prior written notice (and subject to the rights of tenants under their respective Leases), to assess any and all aspects of the environmental condition of such Individual Property and its use, including but not limited to conducting any environmental assessment or unlawful Releaseaudit (the scope of which shall be determined by Lender in the exercise of its good faith business judgment) and taking samples of soil, groundwater or other water, air, or threatened Releasebuilding materials, and conducting other invasive testing. Borrower shall cause Mortgage Borrower to cooperate in all reasonable respects with and provide access to Lender and any such Person designated by Lender at all reasonable times and after reasonable prior written notice (and subject to the rights of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementtenants under their respective Leases).

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on So long as Borrower owns or is in possession of each the Property, whether by any of Borrower (i) shall keep or cause the Indemnitors or any other Person, shall Property to be kept free from Hazardous Substances except those in compliance with all Environmental Laws and or any permits issued pursuant with respect thereto; , (bii) there shall be no Releases promptly notify Lender if Borrower shall become aware of any release of Hazardous Substances in, on, under or from any on the Property (except and/or if Borrower shall become aware that the Property is in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity violation of any Environmental Liens Laws and/or if Borrower shall become aware of any condition on the Property which shall pose a threat to the health, safety or welfare of humans, and (iii) shall remove or remediate such Hazardous Substances and/or cure such violations and/or remove or remediate such threats, as applicable, as required by law (or as shall be reasonably required by Lender in the case of removal or remediation which is not required by law, but in response to the opinion of a licensed hydrogeologist, licensed environmental engineer or other qualified consultant engaged by Lender (“Lender’s Consultant”) provided that such removal, remediation or cure is reasonably necessary to eliminate imminent danger to the health, safety or welfare of humans and would customarily be performed by prudent owners of properties similar to the Property in similar circumstances), promptly after Borrower becomes aware of same, at Borrower’s sole expense, without prejudice to any rights Borrower may have against any responsible parties. Notwithstanding anything to the contrary in this Section 5.8.1, Borrower, Manager and/or tenants on the Property may use and store ordinary amounts of Hazardous Substances at the Property if such use or storage is in connection with business supplies used by Borrower, a tenant in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities its Lease or by Manager pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment the Management Agreement or other investigation of environmental conditions is in connection with the ordinary cleaning and maintenance of the Property so long as such use and storage (A) does not violate any Property, pursuant to any reasonable written request of Indemnitee made in consideration applicable Environmental Laws and (B) is not the subject of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe specific recommendations in the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) Environmental Reports that would prohibit such use or storage. Nothing herein shall prevent Borrower from recovering such expenses from any other party that may be reasonably expected to have an adverse effect on liable for such removal or cure. The obligations and liabilities of Borrower under this Section 5.8.1 shall survive any Property termination, satisfaction, or on the business or condition (financial or otherwise) assignment of the Class B Member, Mortgage and the Company or exercise by Lender of any of its Subsidiariesrights or remedies hereunder, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement acquisition of the Toxic Mold, Indemnitors Property by foreclosure or a conveyance in lieu of foreclosure; provided that such obligations and liabilities of Borrower shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable not survive after the date Lender or its Affiliates take title to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions foreclosure or a conveyance in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementlieu of foreclosure.

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance Comply with all applicable Environmental Laws Laws, and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances inmaintain all permits, on or licenses and approvals required under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and Laws, where the failure to do so could reasonably be expected to have a Material Adverse Effect. (iib) fully disclosed to Indemnitee Promptly notify Bank, in writing; (d) Indemnitors shall keep each Property free and clear , after Borrower becomes aware of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act condition or omission of circumstance which makes any of the Indemnitors environmental representations or warranties set forth in this Agreement incomplete, incorrect or inaccurate in any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount material respect as of such date if such condition or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition circumstance could reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Membera Material Adverse Effect; and promptly provide to Bank, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results after receipt thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation copies of any condition (includingmaterial correspondence, but not limited tonotice, a Release of a Hazardous Substance) inpleading, oncitation, under indictment, complaint, order or decree, or other document from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from source received by Borrower asserting or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes alleging a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental LawLaws by any Loan Party, Indemnitors agreeor of any circumstance or condition which requires or may require, at their sole cost and expense and within fortya financial contribution by any Loan Party, or a clean-five up, removal, remedial action or other response by or on behalf of any Loan Party, under applicable Environmental Law(s), or which seeks damages or civil, criminal or punitive penalties from any Loan Party or any violation or alleged violation of Environmental Law(s), if the same could reasonably be expected to have a Material Adverse Effect. (45c) days thereafterBORROWER HEREBY AGREES TO INDEMNIFY, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint DEFEND AND HOLD BANK, AND ANY OF BANK’S PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND CONSULTANTS (a THE “Lead Based Paint ReportINDEMNIFIED PARTIES”), prepared by an expertHARMLESS FROM ANY AND ALL CLAIMS, and in formLOSSES, scope and substanceDAMAGES, acceptable to Indemnitee; SUITS, PENALTIES, COSTS, LIABILITIES, OBLIGATIONS AND EXPENSES (jINCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL EXPENSES AND REASONABLE ATTORNEYS’ FEES) if following the date hereofINCURRED OR ARISING OUT OF ANY CLAIM, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental LawLOSS OR DAMAGE OF ANY PROPERTY, the Indemnitors shallINJURIES TO OR DEATH OF ANY PERSONS, at their sole cost and expense and within forty-five (45) days thereafterCONTAMINATION OF OR ADVERSE EFFECTS ON THE ENVIRONMENT, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”OR OTHER VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW(S), prepared by an expertIN ANY CASE, and in formCAUSED BY ANY LOAN PARTY OR IN ANY WAY RELATED TO ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY OR DUE TO ANY ACTS OF ANY LOAN PARTY OR ANY OF ITS OFFICERS, scope and substanceDIRECTORS, acceptable to IndemniteeSHAREHOLDERS, EMPLOYEES, CONSULTANTS AND/OR REPRESENTATIVES INCLUDING ANY CLAIMS, LOSSES, DAMAGES, SUITS, PENALTIES, COSTS, LIABILITIES, OBLIGATIONS OR EXPENSES, RESULTING FROM BANK’S OWN NEGLIGENCE; PROVIDED HOWEVER, THAT THE FOREGOING INDEMNIFICATION SHALL NOT BE APPLICABLE, AND BORROWER SHALL NOT BE LIABLE FOR ANY SUCH CLAIMS, LOSSES, DAMAGES, SUITS, PENALTIES, COSTS, LIABILITIES, OBLIGATIONS OR EXPENSES, TO THE EXTENT (kBUT ONLY TO THE EXTENT) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this AgreementTHE SAME ARISE OR RESULT FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES.

Environmental Covenants. Each Indemnitor (a) Except as would not reasonably be expected to give rise to material liabilities under Environmental Laws, Issuer and, with respect to itself and the Properties it owns, each Guarantor, covenants and agrees that so long as the Note is outstanding, and until payment in full of all Obligations and termination of the Secured Note Documents: (ai) all uses and operations on or of each Propertythe Properties, whether by any of such Issuer, Guarantor, or to the Indemnitors or extent commercially reasonable any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant theretoLaws; (bii) there shall be no Releases of Hazardous Substances inMaterials at, on, under or from any Property of the Properties at concentrations exceeding those allowed by Environmental Law; (except iii) Hazardous Materials at, on, or under any of the Properties for which investigation or remediation is required by a Governmental Authority shall be investigated and remediated in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)Laws; (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (iiiv) fully disclosed to Indemnitee in writing; (d) Indemnitors except for environmental deed restrictions, institutional controls and access agreements required by agency order or a voluntary remedial action, the Issuer and each Guarantor shall keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of the Issuer any of the Indemnitors Guarantor or any other Person (the “Environmental Liens”); provided. (b) Issuer and, that after prior notice with respect to Indemniteeitself and the Properties it owns, Indemnitorseach Guarantor, shall (i) promptly and reasonably cooperate, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their its sole cost and expense, fully and in a timely manner cooperate in all reasonable activities pursuant to Section 2 of this Agreement2.3(c) below, including, including but not limited to, to providing all relevant material, non-privileged information and making knowledgeable Persons persons reasonably available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fii) Indemnitors shall, at their sole cost and expense, perform any environmental compliance or site assessment or other investigation of environmental conditions in connection with any Propertyof the Properties, at its sole cost and expense, pursuant to any reasonable written request of Indemnitee made the Noteholder, upon the Noteholder’s reasonable belief that conditions at a Collateral Property not in consideration compliance with Environmental Law and could result in material liability under Environmental Laws or that a Release of Hazardous Materials at, on, under or from or migrating to any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Collateral Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be could result in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesmaterial liabilities under Environmental Laws, and share with Indemnitee the Noteholder the reports and other results thereof, and Indemnitee and the other Indemnified Parties Noteholder shall be entitled to rely on such reports and other results thereof; (giii) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee the Noteholder, at its sole cost and expense, to (i) reasonably effectuate any required Remediation investigation or remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition inMaterials Released at, on, under, from or migrating toward such Propertyto any Collateral Property that the Noteholder reasonably believes could result in material liabilities under Environmental Laws; provided, that (iv) use commercially reasonable efforts to cause all tenants and other users of any of the Properties to materially comply with respect to clauses (g)(ii) all Environmental Laws; and (iii), after notice v) except for those events and conditions disclosed to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared Noteholder prior to the date hereof, Indemnitors agree hereof and except for those which would not reasonably be expected to diligently and continually carry out (or cause give rise to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required material liabilities under the Environmental Laws; , within ten (l10) in Business Days notify the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee Noteholder in writing after a Responsible Environmental Person has become aware of (A) any presence or Release or threatened Release of Hazardous Substances inMaterials at, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawof the Properties; (B) material any non-compliance with any Environmental Laws related in any way to any Propertyof the Properties; (C) any actual or threatened Environmental LienLien imposed on any Collateral Property; (D) any required or proposed Remediation of environmental conditions investigation or remediation relating to a Release of Hazardous Materials at, on, under, from or migrating to any Propertyof the Properties; and/or and (E) any written or oral notice or other communication of which any Indemnitor becomes aware Responsible Environmental Person receives from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to Releases of Hazardous Materials at, on, under or from any Collateral Property. (c) Upon (i)(A) the occurrence and during the continuance of an Event of Default or (B) the Noteholder’s reasonable belief that a Collateral Property is not in compliance with all Environmental Laws and such noncompliance would reasonably be expected to result in material or unlawful Releaseliabilities under Environmental Laws, or threatened Release, (C) the Noteholder’s reasonable belief that a Release of Hazardous Substances Materials at, on, under or Remediation thereoffrom or migrating to any of the Collateral Properties has occurred or is occurring and would reasonably be expected to result in Issuer or any Guarantor incurring material liabilities under Environmental Law and (ii) reasonable notice to the Issuer and any Guarantor that owns the Collateral Property at issue, possible liability the Noteholder and any other Person designated by the Noteholder, including but not limited to any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon such Collateral Property at all reasonable times, subject to the terms of any Person pursuant to any Environmental Law concerning any applicable lease in place for a Collateral Property, other to assess any and all aspects of the environmental conditions in connection with any condition of such Collateral Property or any actual or threatened administrative or judicial proceedings in connection with and its use, including but not limited to conducting any environmental matters referred assessment or audit (the scope of which shall be determined in the Noteholder’s reasonable discretion taking into account the perceived environmental risk and the magnitude of the potential liability) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing. Each Issuer or Guarantor shall cooperate with and provide reasonable access to in this Agreementthe Noteholder and any such Person or entity designated by the Noteholder. Upon prior written request to the Noteholder, the Issuer and Guarantors shall be entitled at their sole cost and expense to take split samples of any samples collected by the Noteholder or its designees.

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on So long as Borrower owns or is in possession of each the Property, whether by any of Borrower (i) shall keep or cause the Indemnitors or any other Person, shall Property to be kept free from Hazardous Substances except those in compliance with all Environmental Laws and or any permits issued pursuant with respect thereto; , (bii) there shall be no Releases promptly notify Lender if Borrower shall become aware of any release of Hazardous Substances in, on, under or from any on the Property (except and/or if Borrower shall become aware that the Property is in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity violation of any Environmental Liens Laws and/or if Borrower shall become aware of any condition on the Property which shall pose a threat to the health, safety or welfare of humans, and (iii) shall remove or remediate such Hazardous Substances and/or cure such violations and/or remove or remediate such threats, as applicable, as required by law (or as shall be reasonably required by Lender in the case of removal or remediation which is not required by law, but in response to the opinion of a licensed hydrogeologist, licensed environmental engineer or other qualified consultant engaged by Lender ("Lender's Consultant") provided that such removal, remediation or cure is reasonably necessary to eliminate imminent danger to the health, safety or welfare of humans and would customarily be performed by prudent owners of properties similar to the Property in similar circumstances), promptly after Borrower becomes aware of same, at Borrower's sole expense, without prejudice to any rights Borrower may have against any responsible parties. Notwithstanding anything to the contrary in this Section, Borrower, Manager and/or tenants on the Property may use and store ordinary amounts of Hazardous Substances at the Property if such use or storage is in connection with business supplies used by Borrower, a tenant in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities its Lease or by Manager pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment the Management Agreement or other investigation of environmental conditions is in connection with the ordinary cleaning and maintenance of the Property so long as such use and storage (A) does not violate any Property, pursuant to any reasonable written request of Indemnitee made in consideration applicable Environmental Laws and (B) is not the subject of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe specific recommendations in the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) Phase I Reports that would prohibit such use or storage. Nothing herein shall prevent Borrower from recovering such expenses from any other party that may be reasonably expected to have an adverse effect on liable for such removal or cure. The obligations and liabilities of Borrower under this Section 5.8.1 shall survive any Property termination, satisfaction, or on the business or condition (financial or otherwise) assignment of the Class B Member, Mortgage and the Company or exercise by Lender of any of its Subsidiariesrights or remedies hereunder, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement acquisition of the Toxic Mold, Indemnitors Property by foreclosure or a conveyance in lieu of foreclosure; provided that such obligations and liabilities of Borrower shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable not survive after the date Lender or its Affiliates take title to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions foreclosure or a conveyance in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementlieu of foreclosure.

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in material compliance with all Environmental Laws and permits issued pursuant thereto; (b) Indemnitor shall not cause, or permit, there shall to be no any material Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors Indemnitor shall use good faith efforts to keep each or cause to be kept the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 Paragraph 3 of this Agreement, including, including but not limited to, to providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors in the event the Indemnified Parties have a good faith reason to believe there exists a Release or imminent threat of Release of Hazardous Substances or any other environmental condition involving Hazardous Substances at the Property in violation of Environmental Law, Indemnitor shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any environmental condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any Propertythe Property to the extent that such Remediation is required by applicable Environmental Law; (ii) comply with any directive from any governmental authority with respect to compliance with any Environmental Law applicable Environmental Lawto the Property; and/or and (iii) comply with take any directive from any Governmental Authority having jurisdiction over other reasonable action necessary or appropriate for protection of human health or the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that environment with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of compliance with any Environmental Law in accordance with applicable to the terms of the Senior Loan DocumentsProperty; (h) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is materially increases the dangers to human health or the environment in non-compliance with any violation of Environmental Laws applicable Environmental Law, impairs or may impair to the value of any Property, is contrary poses an unreasonable risk of harm to any requirement Person in violation of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement Environmental Laws applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors Indemnitor shall promptly notify Indemnitee in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any the Property in material violation of, or as might which would reasonably be reasonably expected to result in material liability underby Indemnitor pursuant to, any applicable Environmental LawLaws; (B) material any non-compliance with any Environmental Laws related in any way applicable to any the Property; (C) any actual or threatened expected Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which that any Indemnitor becomes aware receives from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Releasethe presence, release, or threatened Release, release of Hazardous Substances or Remediation thereof, possible liability of any Person Indemnitor pursuant to any Environmental Law concerning any applicable to the Property, other environmental conditions in connection with any the Property in violation of Environmental Law, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement; and (j) Indemnitor shall comply in all material respects with any and all applicable local, state or federal laws, legislation, guidelines or statutes at any time in effect with respect to Microbial Matter.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that that: (ai) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (ciii) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, and (iiB) fully disclosed in de-minimis amounts necessary to Indemnitee operate the Property for the purposes set forth in writingthe Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law; (div) Indemnitors subject to a right to contest under applicable environmental law, provided any such contest stays any enforcement proceeding by the applicable authority, Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has a good faith reason to believe based on credible evidence or information that an environmental hazard exists on or affects the Property to (iA) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest D) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hviii) none of the Indemnitors Borrower shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, involves Hazardous Substances or an environmental condition and constitutes a public or private nuisance, involves Hazardous Substances or an environmental condition and constitutes waste waste, or involves Hazardous Substances or an environmental condition and constitutes and violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors Borrower shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementSection. (b) In the event that Lender has reason to believe that an environmental hazard exists on the Property that may, in Lender’s sole discretion, endanger any Tenants or other occupants of the Property or their guests or the general public, or may materially and adversely affect the value of the Property, upon reasonable notice from Lender, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant satisfactory to Lender to conduct an environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Lender and promptly deliver the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Lender within a reasonable period or if Lender has reason to believe that an environmental hazard exists on the Property that, in Lender’s sole judgment, endangers any Tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender and any other Person designated by Lender, including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access to the Property.

Environmental Covenants. Each Indemnitor Issuer covenants and agrees that so long as such Issuer owns, manages, is in possession of, or otherwise controls a Mortgaged Property: (a) all uses and operations on or of each such Mortgaged Property, whether by any of the Indemnitors such Issuer or any other Personperson or entity, shall be in material compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Environmental Releases of Hazardous Substances Materials in, on, under or from any such Mortgaged Property (except in compliance with all applicable material violation of Environmental Laws and with permits issued pursuant thereto)Laws; (c) there shall be no Hazardous Substances Materials present at, in, on on, or under any such Mortgaged Property or generated, managed, stored, treated, transported or disposed in connection with the use and operation of such Mortgaged Property, except those that are both (i) in material compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (ii) fully disclosed in amounts necessary to Indemnitee in writingoperate such Mortgaged Property; (d) Indemnitors such Issuer shall keep each the Mortgaged Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Issuer or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors such Issuer shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement10.08, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors such Issuer shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any such Mortgaged Property, pursuant to any reasonable written request of Indemnitee made the Property Manager in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any accordance with the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, Management Agreement and share with Indemnitee the Indenture Trustee the reports and other results thereof, and Indemnitee and the other Indemnified Parties Indenture Trustee shall be entitled to rely on such reports and other results thereof; (g) Indemnitors such Issuer shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee the Property Manager in accordance with the Property Management Agreement to (i) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Property; such Mortgaged Property associated with an Environmental Release and (ii) comply with any applicable Environmental Law; and/or (iiih) comply with such Issuer shall not knowingly permit any directive from any Governmental Authority having jurisdiction over Borrower, Tenant or other user of the applicable Mortgaged Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of violate any Environmental Law in accordance with the terms of the Senior Loan Documentsany material respect; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; and (i) if following such Issuer shall immediately notify the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee Manager in writing after it has become aware of (A) any presence or Environmental Release or threatened Release Environmental Releases of Hazardous Substances Materials in, on, under, from or migrating towards any such Mortgaged Property in material violation of, or as might be reasonably expected to result in material liability under, of any Environmental Law; , (B) material any non-compliance with any Environmental Laws related in any way to any such Mortgaged Property; , (C) any actual or threatened potential Environmental Lien; , (D) any required or proposed Remediation of governmental agency investigation, remediation or other response to environmental conditions relating to any such Mortgaged Property; and/or , and (E) any written or oral notice or other communication of which any Indemnitor such Issuer becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental agency) relating in any way to a material or unlawful Release, or threatened Release, Hazardous Materials at such Mortgaged Property in violation of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this AgreementLaw.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all uses and operations on or of each Propertythe Properties, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (bii) there Borrower shall be no not cause or permit any Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)of the Properties; (ciii) there shall be no Hazardous Substances in, on on, or under any Propertyof the Properties, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (iiB) (1) in amounts not in excess of that necessary to operate the applicable Individual Property or (2) fully disclosed to Indemnitee and approved by Lender in writing; (div) Indemnitors Borrower shall keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertyof the Properties, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender’s reasonable belief that an Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Substances in, on, under or from any PropertyIndividual Property to the extent required by Environmental Laws; and (iiB) comply with any applicable Environmental Law; and/or (iiiviii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors Borrower shall do or knowingly not allow any tenant or other user of any Property of the Properties to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of violate any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors Borrower shall promptly immediately notify Indemnitee Lender in writing of after it has become aware of: (A) any presence or Release or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might of the Properties if it would reasonably be reasonably expected to result in material liability under, any Environmental Lawa Material Adverse Effect; (B) material non-any non compliance with any Environmental Laws related in any way to any Propertyof the Properties if it would reasonably be expected to result in a Material Adverse Effect; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation remediation of environmental conditions relating to any Propertyof the Properties; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to Hazardous Substances. (b) Lender and any other Person designated by Lender, including but not limited to any representative of a material Governmental Authority, and any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times upon reasonable notice to Borrower to assess any and all aspects of the environmental condition of any Individual Property and its use, including but not limited to conducting any environmental assessment or unlawful Releaseaudit (the scope and need of which shall be determined in Lender’s reasonable discretion based upon its good-faith belief that any Individual Property is not in full compliance with all Environmental Laws) and taking samples of soil, groundwater or other water, air, or threatened Releasebuilding materials, and conducting other invasive testing reasonably necessary to assess the environmental condition of Hazardous Substances such Individual Property. Borrower shall cooperate with and provide access to Lender and any such Person or Remediation thereof, possible liability entity designated by Lender and Lender shall take reasonable steps to minimize any disruption to Borrower’s use and operation of any Person pursuant to any Environmental Law concerning any such Individual Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors Indemnitor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 Paragraph 3 of this Agreement, including, including but not limited to, to providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Indemnitor shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, by an environmental consultant approved by Indemnitee pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of or obtain a no further action letter for any condition (including, including but not limited to, to a Release of a any Hazardous SubstanceSubstances) in, on, under or from any Propertythe Property in full compliance with Environmental Laws or reasonably required by Indemnitee based upon recommendations and observations of an independent environmental consultant approved by Indemnitee; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; (i) Indemnitor shall use commercially reasonable efforts to enforce the applicable provisions of the Leases in non-compliance with order to prevent tenants or other users of the Property from taking any action that violates any applicable Environmental Law, impairs or may impair the value of any the Property, is as contrary to any requirement of any insurerIssuer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Indemnitor shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee in writing after becoming aware of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential imposition of an Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or (E) any written or oral notice or other written communication of which any Indemnitor becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor Mortgagor covenants and agrees that with and represents to Mortgagee, as follows: (a) all uses and operations on Mortgagor has not heretofore obtained any information or notice or request from any governmental agency, other entity or person (collectively, “Authority”) for information, or provided any information or notice to any such Authority, concerning the unpermitted or unauthorized presence or release of each Propertyhazardous substances, whether hazardous wastes or other raw materials or wastes (including petroleum products) as such are defined by any of applicable federal, state or local law, on, above, within, in the Indemnitors vicinity of, related to or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; affecting the Premises. (b) there shall be no Releases To Mortgagor’s knowledge, Mortgagor has performed all of Hazardous Substances inits obligations under, onhas obtained all necessary approvals, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances inpermits, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment authorizations or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesconsents required by, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but is not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, any applicable federal, state or as might be reasonably expected to result local health, safety or environmental law, ordinance, rule, regulation or order. (c) Mortgagor shall conduct its operations in material liability under, any Environmental Law; (B) material non-compliance with the provisions of all applicable federal, state or local laws, ordinances, rules, regulations and orders related to any Environmental Laws natural or environmental resource or media located on, above, within or in the vicinity of, related to, or affected by, the Premises. Mortgagor shall promptly notify Mortgagee in writing if Mortgagor receives any information or notice or request from any Authority for information, or if Mortgagor provides any information or notice to any such Authority, concerning the unpermitted or unauthorized presence or release of hazardous substances, hazardous wastes or other raw materials or wastes (including petroleum products) as such terms are defined by any applicable federal, state or local law, on, above, within, in the vicinity of, related to or affecting the Premises. (d) Mortgagor shall indemnify and hold Mortgagee harmless against any and all claims, expenses, demands, losses, costs, fines or liabilities of whatever kind or nature (including, without limitation, arising from personal injury or property damage) in any way related to any Property; (C) any actual environmental condition on, above, within, in the vicinity of, related to or threatened affected by the Premises, all as more particularly provided in that certain Environmental Lien; (D) any required or proposed Remediation Compliance and Indemnity Agreement of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementeven date herewith between Mortgagor and Mortgagee.

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or of each Individual Property, whether by any of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Individual Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Individual Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Individual Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Environmental Liens Liens, provided that (1) no Event of Default has occurred and remains uncured, (2) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (3) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (4) Indemnitors shall promptly upon final determination thereof pay the terms amount of any such Environmental Liens, together with all costs, interest and penalties which may be payable in connection therewith, (5) to insure the payment of such Environmental Liens, Indemnitors shall deliver to Indemnitee either (A) cash, or other security as may be approved by Indemnitee, in an amount equal to one hundred ten percent (110%) of the Senior Loan Documentscontested amount if such contested amount will be less than one million dollars ($1,000,000) or one hundred twenty five percent (125%) of such contested amount if such contested amount will be equal to or greater than ($1,000,000), or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Indemnitee in its reasonable discretion, (6) failure to pay such Environmental Liens will not subject Indemnitee to any civil or criminal liability, (7) such contest shall not affect the ownership, use or occupancy of any Individual Property, and (8) Indemnitors shall, upon request by Indemnitee, give Indemnitee prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (1) through (7) of this Section 2(d); (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Individual Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Individual Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Individual Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its SubsidiariesBorrower, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Individual Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Individual Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Individual Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors mayIndemnitors, at their own expense, contest may suspend, or cause to be suspended, such compliance and contest, or cause to be contested by appropriate legal proceeding, conducted in good faith and with due diligence, the applicability of any Environmental Law Law, provided that (1) no Event of Default has occurred and remains uncured, (2) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (3) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (4) Indemnitors shall promptly upon final determination thereof take all acts then necessary to comply with such Environmental Law, together with the terms payment of all costs, interest and penalties which may be payable in connection therewith, (5) to insure the performance of such legal obligations and the payment of all related costs, Indemnitors shall deliver to Indemnitee either (A) cash, or other security as may be approved by Indemnitee, in an amount equal to one hundred ten percent (110%) of the Senior Loan Documentsmaximum costs and expenses that are reasonably expected to be incurred in connection with such proceeding, including costs of compliance if Indemnitors are required to do so (collectively, the “Maximum Cost”) if such Maximum Cost is less than one million dollars ($1,000,000) or one hundred twenty five percent (125%) of the Maximum Cost if such Maximum Cost is equal to or greater than one million dollars ($1,000,000), or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the Maximum Cost from a surety acceptable to Indemnitee in its reasonable discretion, (6) failure to comply with such Environmental Laws will not subject Indemnitee to any civil or criminal liability, (7) such contest shall not affect the ownership, use or occupancy of any Individual Property, and (8) Indemnitors shall, upon request by Indemnitee, give Indemnitee prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (1) through (7) of this Section 2(g); (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Individual Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Individual Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Individual Property; (i) if following the date hereof, it is determined that any Individual Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental LawLaw and not previously disclosed in the Environmental Reports, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Individual Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental LawLaw and not previously disclosed in the Environmental Reports, the Indemnitors shall, Borrower shall at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 12, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Individual Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Individual Property at concentrations for which any Legal Requirement applicable to such Individual Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Individual Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Individual Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Individual Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Individual Property or the Property, other environmental conditions in connection with any Individual Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.. -3- Environmental Indemnity Agreement

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that that: (ai) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (ciii) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto (to the extent such permits are required by Environmental Law), (B) de-minimis amounts necessary to operate the Property for the purposes set forth in this Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law and (iiC) fully disclosed to Indemnitee Lender in writing; (div) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, but not limited to, including providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, ,perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has reason to believe that an environmental event hazard or condition reasonably believed by Indemnitee to have occurred noncompliance with or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or liability under Environmental Laws exists on the business or condition Property as provided more fully in subsection (financial or otherwiseb) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereofbelow; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made if Lender has reason to believe that an environmental hazard or noncompliance with or liability under Environmental Laws exists on the Property in order to: (iA) reasonably effectuate any required Remediation of any condition (including, but not limited to, including a Release of a Hazardous Substance) in, on, under or from any the Property; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest D) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hviii) none of the Indemnitors Borrower shall not do or knowingly allow any tenant Tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to the Property and, in any Propertyevent, neither Borrower, nor any other Person, shall install or use any underground storage tanks at the Property for any purpose; (iix) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, but not limited to, any Governmental Authorityincluding a governmental entity) relating in any way to a material noncompliance with or unlawful Release, liability under any Environmental Laws or threatened Release, the Release or potential release of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Section 5.1.19; (x) Borrower shall not install, use, generate, manufacture, store, treat, release or dispose of, nor permit the installation, use, generation, storage, treatment, release or disposal of, any Hazardous Substances (except de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law) on, under or about the Property, and all uses and operations on or of the Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (xi) Borrower shall not make any change in the use or condition of the Property which (A) might lead to the presence on, under or about the Property of any Hazardous Substances which is not in accordance with any applicable Environmental Laws, or (B) would require, under any applicable Environmental Laws, notice be given to or approval be obtained from any governmental agency in the event of a transfer of ownership or control of the Property, in each case without the prior written consent of Lender; (xii) Borrower shall not allow any Institutional Control on or to affect the Property; and (xiii) Borrower shall take all acts necessary to preserve its status, if applicable, as an “innocent landowner,” “contiguous property owner,” or “prospective purchaser” as to the Property and as those terms are defined in CERCLA; provided, however, that this covenant does not limit or modify any of Borrower's other duties or obligations under this Agreement. (b) If Lender has reason to believe that an environmental hazard or noncompliance with or liability under Environmental Laws exists on the Property, upon reasonable notice from Lender, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant satisfactory to Lender to conduct an environmental assessment or audit (the scope of which shall be determined by Lender in its discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Lender and promptly deliver the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Lender within a reasonable period or if Lender has reason to believe that an environmental hazard or noncompliance with or liability under Environmental Laws exists on the Property that, in Lender’s sole judgment, endangers any Tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender and any other Person designated by Lender, including any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, at Borrower's expense, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including conducting any environmental assessment or audit (the scope of which shall be determined by Lender in its discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access to the Property. (c) Borrower shall promptly perform all remedial work required by Environmental Laws and Lender in its discretion in response to the presence of any Hazardous Substances on the Property, any violation of any Environmental Laws, or any claims or requirements made by any Governmental Authority. All such work shall be conducted by licensed and reputable contractors pursuant to written plans approved by such Governmental Authority in question (if applicable), under proper permits and licenses (if applicable) with such insurance coverage as is customarily maintained by prudent property owners in similar situations. If the cost of the work exceeds $100,000.00, then Lender shall have the right of prior approval over the environmental contractor and plans, which shall not be unreasonably withheld or delayed. All costs and expenses of the remedial work shall be promptly paid by Borrower. In the event Borrower fails to undertake the remedial work, or fails to complete the same within a reasonable time period after the same is undertaken, and if Lender is of the good faith opinion that Lender’s security in the Property is jeopardized thereby, then Lender shall have the right to undertake or complete the remedial work itself. In such event, all costs of Lender in doing so, including all fees and expenses of environmental consultants, engineers, attorneys, accountants and other professional advisors, shall become a part of the Loan and shall be due and payable from Borrower upon demand. Such amount shall be secured by the Loan Documents, and failure to pay the same shall be an Event of Default under the Loan Documents. In the event any Hazardous Substances are removed from the Property, either by Borrower or Lender, such disposal manifests and other records shall be prepared in the name of the Borrower and reflect Borrower as the responsible party, with Borrower assuming any and all liability for such removed Hazardous Substances.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that that: (a) Borrower shall use commercially reasonable efforts to ensure that all uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, Property shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there Borrower shall be no use commercially reasonable efforts to prevent any Releases of Hazardous Substances in, on, under or from the Property; (c) Borrower shall not permit any Property Hazardous Substances in, on, or under the Property, except those that are (except i) in compliance with all applicable Environmental Laws and with permits issued pursuant theretothereto (to the extent such permits are required by Environmental Law); , (cii) there shall be no Hazardous Substances de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under any Property, except those that the Property and which are both (i) otherwise permitted under and used in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto Law and (iiiii) fully disclosed to Indemnitee Lender in writing; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement8.3 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has reason to believe that an environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any hazard exists on the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has reason to believe that an environmental hazard exists on the Property to (i) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Borrower shall not do or knowingly allow any tenant or other user of any the Property to do any act with respect to Hazardous Substances that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other written communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementArticle 8; and (j) to the extent possible using commercially reasonable efforts, the Property shall be maintained in such a manner as to prevent excess humidity or accumulation of moisture that may promote the growth of molds or other fungi and other microorganisms.

Environmental Covenants. (a) Each Indemnitor Individual Borrower covenants and agrees that that: (ai) all uses and operations on or of each its applicable Individual Property, whether by any of the Indemnitors such Individual Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all the applicable Environmental Laws and with permits issued pursuant thereto)Individual Property; (ciii) there shall be no Hazardous Substances in, on on, or under any the applicable Individual Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, (B) in de-minimis amounts necessary to operate the applicable Individual Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under such Individual Property and which are otherwise permitted under and used in compliance with Environmental Law, and (iiC) fully disclosed to Indemnitee Lender in writing; (div) Indemnitors subject to a right to contest under applicable environmental law, provided any such contest stays any enforcement proceeding by the applicable authority, such Individual Borrower shall keep each its applicable Individual Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors such Individual Borrower or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors such Individual Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors such Individual Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any its applicable Individual Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the applicable Individual Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors such Individual Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has a good faith reason to believe based on credible evidence or information that an environmental hazard exists on or affects its applicable Individual Property to (iA) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the applicable Individual Property; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest D) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hviii) none of the Indemnitors such Individual Borrower shall not do or knowingly allow any tenant or other user of any its applicable Individual Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off such Individual Property), impairs or may impair the value of any such Individual Property, is contrary to any requirement of any insurer, involves Hazardous Substances or an environmental condition and constitutes a public or private nuisance, involves Hazardous Substances or an environmental condition and constitutes waste waste, or involves Hazardous Substances or an environmental condition and constitutes and violates any covenant, condition, agreement or easement applicable to any such Individual Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors such Individual Borrower shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawits applicable Individual Property; (B) material any non-compliance with any Environmental Laws related in any way to any such Individual Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any such Individual Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Individual Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property such Individual Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementSection. (b) In the event that Lender has reason to believe that an environmental hazard exists on any Individual Property that may, in Lender’s sole discretion, endanger any Tenants or other occupants of such Individual Property or their guests or the general public, or may materially and adversely affect the value of such Individual Property, upon reasonable notice from Lender, the applicable Individual Borrower shall, at such Individual Borrower’s expense, promptly cause an engineer or consultant satisfactory to Lender to conduct an environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Lender and promptly deliver the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Lender within a reasonable period or if Lender has reason to believe that an environmental hazard exists on such Individual Property that, in Lender’s sole judgment, endangers any Tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to Borrower, Lender and any other Person designated by Lender, including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times to assess any and all aspects of the environmental condition of such Individual Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Each Individual Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access to its Individual Property.

Environmental Covenants. Each Indemnitor The Borrower covenants and agrees that that: (ai) all uses and operations on or of each PropertyProject, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; ; (bii) there except for Releases incidental to the Use of Hazardous Substances permitted by clause (iii) below and in compliance with all Applicable Laws, the Borrower shall be no Releases not permit a Release of Hazardous Substances in, on, under or from any Property Project; (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (ciii) there the Borrower shall be no not knowingly permit Hazardous Substances in, on on, or under any PropertyProject, except those that are both (i) in compliance with all applicable Environmental Laws and of types and in quantities customarily used in the ownership, operation and maintenance of buildings similar to the Projects (i.e., materials used in cleaning and other building operations) and shall undertake to supervise and inspect activities occurring on the Projects as may be reasonably prudent to comply with the foregoing obligation; (iv) except as disclosed in Schedule 8.11 or as specifically described in the Environmental Reports, the Borrower shall not permit any necessary permits issued pursuant thereto underground storage tanks to be in, on, or under any Project, and shall operate, maintain, repair and replace any such underground storage tank so disclosed in compliance with all Applicable Laws; (iiv) fully disclosed to Indemnitee in writing; Reserved; (dvi) Indemnitors the Borrower shall keep each Property Project free and clear of all liens Liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the collectively, “Environmental Liens”); provided; (vii) notwithstanding clause (iii) above, that after prior notice the Borrower shall not, or knowingly permit any other Person to, install any asbestos or asbestos containing materials on any Project, and shall upon and following the Closing Date implement, comply with and maintain in effect an operations and maintenance program with respect to Indemniteeany existing asbestos or asbestos containing materials located at any Project; (viii) the Borrower shall cause the Remediation of Hazardous Substances present on, Indemnitorsunder or emanating from any Project, at their own expenseor migrating onto or into any Project, may contest the amount or validity of any Environmental Liens in accordance with this Agreement and applicable Environmental Laws subject to the terms right to contest such Remediation in accordance with Section 7(a) of the Senior Loan DocumentsEnvironmental Indemnity; and (eix) Indemnitors shallthe Borrower shall provide the Administrative Agent, the Lenders and their representatives (A) with access, upon prior reasonable notice, at reasonable times (during normal business hours) to all or any portion of any Project for purposes of inspection; provided that such inspections shall not unreasonably interfere with the operation of such Project or the tenants or occupants thereof, and shall be subject to the rights of tenants under their sole cost Leases, and expensethe Borrower shall cooperate with the Administrative Agent, fully the Lenders and their representatives in a timely manner cooperate in all activities pursuant to Section 2 of this Agreementconnection with such inspections, including, but not limited to, providing all relevant information and making knowledgeable Persons persons available for interviews and (B) promptly upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shallrequest, at their sole cost and expensecopies of all environmental investigations, perform any environmental site assessment studies, audits, reviews or other investigation analyses conducted by or that are in the possession or control of environmental conditions the Borrower in connection with any Property, pursuant relation to any reasonable written request of Indemnitee made Project, whether heretofore or hereafter obtained. Nothing contained in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request this Section 8.11 shall briefly describe limit the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) rights of the Class B Member, the Company Administrative Agent or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, Lender for indemnification under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Indemnity Agreement.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all uses and operations on or of each Propertythe Properties, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (bii) there Borrower shall be no not cause or permit any Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)of the Properties; (ciii) there shall be no Hazardous Substances in, on on, or under any Propertyof the Properties, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (iiB) (1) in amounts not in excess of that necessary to operate the applicable Individual Property or (2) fully disclosed to Indemnitee and approved by Lender in writing; (div) Indemnitors Borrower shall keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”"ENVIRONMENTAL LIENS"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertyof the Properties, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender's reasonable belief that an Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.;

Environmental Covenants. Each Indemnitor In addition to and without restricting any other obligations or covenants and agrees herein, the Tenant covenants that it will: (a) comply in all uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, shall be in compliance material respects with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under relating to the Leased Premises or from any the Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any the use of the Indemnitors Leased Premises or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest Property by the amount or validity of any Environmental Liens in accordance with Tenant. If the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that Tenant is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law it undertakes to remedy such violation to the extent so required and within the time period set out in such Environmental Law. In the event that the Tenant does not remedy such violation in accordance with Environmental Law, Indemnitors agree, the Landlord shall be authorized but not obligated to take any steps necessary to remedy the breach at their sole cost and the expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint Tenant; (a “Lead Based Paint Report”), prepared b) promptly notify the Landlord of any charges laid by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos Authority or asbestos-containing material (“Asbestos”) present in notice by any Authority alleging or concerning violation of any Environmental LawLaws relating to the Leased Premises or the Property or the operations therein of the Tenant or any person for whom it is in law responsible, and of any order made by any Authority against the Indemnitors shallTenant. The Tenant shall also promptly notify the Landlord of any notice received by it from any other third party concerning any release or alleged release of any Hazardous Substances from the Leased Premises and/or the Property; (c) carry out at its own expense all lawfully required work if any Authority having jurisdiction shall lawfully require the investigation, at their sole monitoring or clean-up of any Hazardous Substance used, held, released, discharged, abandoned or placed upon the Leased Premises or the Building or released into the environment by the Tenant, a sub-tenant, an assignee or invitee of the Tenant, or any person for whom the Tenant is in law responsible, and provide to the Landlord full information with respect to all such work. The Tenant agrees that if the Tenant does not comply with this covenant, then the Landlord may but shall not be obligated to undertake such work or any part thereof and the cost and expense thereof and within forty-five will be paid to the Landlord as Additional Rent. (45d) days thereafter, cause the Company not permit any person to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and engage in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) any activity on the applicable Property, which plan shall Leased Premises that may reasonably be prepared by an expert, and be in form, scope and substance, acceptable anticipated to Indemnitee (together with lead to a violation of any Lead Based Paint Report and/or Asbestos Report, as applicableEnvironmental Laws or the imposition or assertion of liability or responsibility under any Environmental Laws on such person, the “O&M Plan”)Tenant or the Landlord, and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, including without limitation, the proper preparation issuance of an order; and (e) maintain all environmental and maintenance of all operating documents and records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authority) to permits relating to a material or unlawful Release, or threatened Release, the operations at the Leased Premises of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property the Tenant or any actual or threatened administrative or judicial proceedings person for whom it is in connection with law responsible, which may be made available for review by the Landlord at any environmental matters referred to time during the Term on twenty-four (24) hours prior notice (excepting emergencies, in this Agreementwhich case no prior notice shall be required).

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, and (ii) fully disclosed to Indemnitee in writingwriting or are required for cleaning and/or the customary day-to-day operation of the Property; (d) Indemnitors Indemnitor shall keep each the Property free and clear of all liens and other encumbrances Liens imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (collectively, the “"Environmental Liens”"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gf) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hg) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental Lawperson or entity, impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together connection with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior environmental matter applicable to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing CouncilProperty; and (mh) Indemnitors Indemnitor upon obtaining knowledge thereof shall promptly immediately notify Indemnitee in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authoritya governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant theretothereto in all material respects; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property in violation of any Property (except in compliance with all applicable Environmental Laws and with Law or any permits issued pursuant theretothereto (to the extent such permits are required pursuant to applicable Environmental Laws); (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writingthe extent such permits are required pursuant to applicable Environmental Laws); (d) Indemnitors Indemnitor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 Paragraph 3 of this Agreement, including, including but not limited to, to providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors if (i) an Event of Default shall have occurred and is then continuing, or (ii) Lender reasonably suspects that any Release or Losses have occurred, then Indemnitor shall, at their its sole cost and expense, perform any reasonable environmental site assessment or other investigation of environmental conditions in connection with any the Property, by an environmental consultant reasonably approved by Lender pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition in violation of any Environmental Laws (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any Propertythe Property in full compliance of Environmental Laws or reasonably required by Indemnitee to protect its security interest in the Property and based upon recommendations and observations of an independent environmental consultant reasonably approved by Lender; (ii) comply with any applicable Environmental Law; and/or (iii) ) comply with any directive from any Governmental Authority having jurisdiction over Indemnitor or the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing Laws or that materially impairs the location and condition value of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, Property; and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Indemnitor shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any the Property of which Indemnitor becomes aware, other than those used by tenants under leases at the Property in material violation of, or as might be reasonably expected to result the ordinary course of their businesses and in material liability under, any compliance with Environmental LawLaws; (B) material any non-compliance with any Environmental Laws related in any way to any Propertythe Property of which Indemnitor becomes aware; (C) any actual or threatened Environmental LienLien of which Indemnitor becomes aware; (D) any required or proposed Remediation of environmental conditions relating to any Propertythe Property of which Indemnitor becomes aware; and/or and (E) any written or oral notice or other communication in writing of which any Indemnitor becomes aware from any reliable source whatsoever (including, but not limited to, any a Governmental AuthorityAuthority having jurisdiction over Indemnitor or the Property) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property the Property, or any actual or threatened administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each The Indemnitor hereby covenants and agrees that as follows: (a) to cause all uses and operations on or of each Property, whether by any activities at the Property during the term of the Indemnitors or any other Person, shall Loan to be conducted in compliance with all Environmental Laws and permits issued pursuant thereto; Laws; (b) there shall be no Releases to provide the Lender with copies of Hazardous all: (i) correspondence, notices of violation, summons, orders, complaints or other documents received by the Indemnitor, its lessees, sublessees, occupants or assigns, pertaining to compliance with any Environmental Laws; (ii) reports of previous environmental investigations undertaken at the Property which the Indemnitor knows of, or has or can obtain possession; (iii) licenses, certificates and permits required by the Environmental Laws; (iv) a description of the operations and processes of the Indemnitor; and (v) any other information that the Lender may reasonably request. (c) not to generate, manufacture, refine, transport, transfer, produce, store, use, process, treat, dispose of, handle, or in any manner deal with, any Regulated Substances inon any part of the Property, onnor permit others to engage in any such activity on the Property, under except for (i) those Regulated Substances which are used or from any Property (except present in the ordinary course of the Indemnitor’s business in compliance with all applicable Environmental Laws Laws, or are listed on Schedule I attached hereto and with permits issued pursuant thereto); have not been released into the environment in such a manner as to constitute Contamination hereunder, and (cii) there shall be no Hazardous those Regulated Substances inwhich are naturally occurring on the Property, but only in such naturally occurring form; (d) not to cause or permit, as a result of any intentional or unintentional act or omission on the part of the Indemnitor or under any tenant, subtenant, occupant or assigns, the presence of Regulated Substances or Contamination on the Property, except those that are both for (i) those Regulated Substances which are used or present in the ordinary course of the Indemnitor’s business in compliance with all applicable Environmental Laws Laws, or are listed on Schedule I attached hereto and with any necessary permits issued pursuant thereto have not been released into the environment in such a manner as to constitute Contamination hereunder, and (ii) fully disclosed to Indemnitee those Regulated Substances which are naturally occurring on the Property, but only in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; such naturally occurring form. (e) Indemnitors shall, at their sole cost to give notice and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate full description to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on Lender immediately upon the business or condition (financial or otherwise) Indemnitor’s acquiring knowledge of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of and all enforcement, clean-up, removal or other regulatory actions threatened, instituted or completed by any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under governmental authority with respect to the Indemnitor or from any the Property; (ii) comply with all claims made or threatened by any applicable Environmental Lawthird party against the Indemnitor or the Property relating to damage, contribution, compensation, loss or injury resulting from any Regulated Substances or Contamination; and/or and (iii) comply with the presence of any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, Contamination on, under, from or migrating toward such affecting the Property; provided, that ; (f) to timely comply with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with Laws requiring the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do removal, treatment, storage, processing, handling, transportation or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation disposal of such reportRegulated Substances or Contamination and provide the Lender with satisfactory evidence of such compliance; (g) to conduct and complete all investigations, Indemnitors shallstudies, at their sole cost sampling and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Reporttesting, as applicablewell as all remedial, the “O&M Plan”), removal and if an O&M Plan has been prepared prior other actions necessary to the date hereof, Indemnitors agree to diligently clean up and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of remove all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, Contamination on, under, from or migrating towards any Property affecting the Property, all in material violation ofaccordance with the Environmental Laws; and (h) to continue to have all necessary licenses, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any certificates and permits required under the Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any the Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any and its Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementfacilities, assets and business.

Environmental Covenants. Each Indemnitor Subject to pre-existing matters described in the Phase I Environmental Report for the Property delivered to Lender prior to the date hereof, if any (a) Borrower covenants and agrees that that: (ai) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (ciii) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, and (iiB) fully disclosed in de minimis amounts necessary to Indemnitee operate the Property for the purposes set forth in writingthe Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law; (div) Indemnitors subject to a right to contest under applicable environmental law, provided any such contest stays any enforcement proceeding by the applicable authority, Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has a good faith reason to believe based on credible evidence or information that an environmental hazard exists on or affects the Property to (iA) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any Propertythe Property pursuant to and in accordance with the applicable law; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over Authority; and (D) take any other reasonable action necessary or appropriate for protection of human health or the applicable Property requiring any action environment as a result of or relating to any an environmental condition inhazard at the Property, on, under, from or migrating toward such Property; provided, that with respect pursuant to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsapplicable law; (hviii) none of the Indemnitors Borrower shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, involves Hazardous Substances or an environmental condition and constitutes a public or private nuisance, involves Hazardous Substances or an environmental condition and constitutes waste waste, or involves Hazardous Substances or an environmental condition and constitutes and violates any covenant, condition, agreement or easement applicable to any the Property; (iix) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition upon actual knowledge of the Lead Based Paint (a “Lead Based Paint Report”)same, prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Section; (x) Borrower shall not install, use, generate, manufacture, store, treat, release or dispose of, nor knowingly permit the installation, use, generation, storage, treatment, release or disposal of, any Hazardous Substances (except de minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law) on, under or about the Property, and all uses and operations on or of the Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (xi) Borrower shall not make any change in the use or condition of the Property which (A) might lead to the presence on, under or about the Property of any Hazardous Substances which is not in accordance with any applicable Environmental Law, or (B) would require, under any applicable Environmental Law, notice be given to or approval be obtained from any governmental agency in the event of a transfer of ownership or control of the Property, in each case without the prior written consent of Lender; (xii) Borrower shall not consent to or otherwise allow any Institutional Control on or to affect the Property without Lender’s prior written consent; and (xiii) Borrower shall take all acts necessary to preserve its status, if applicable, as an “innocent landowner,” “contiguous property owner,” or “prospective purchaser” as to the Property and as those terms are defined in CERCLA; provided, however, that this covenant does not limit or modify any of Borrower’s other duties or obligations under this Agreement.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that with Bank that, so long as this Agreement remains in effect, Borrower shall: (a) Comply with, and shall cause all uses operators, tenants, subtenants, licensees and operations on or of each Property, whether by any occupants of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) violate any applicable Environmental Law, (ii) constitute non-compliance with permits issued pursuant thereto); any Environmental Permit or (iii) materially increase the risk of a Release of any Hazardous Substance. (c) there shall be no Promptly provide Bank with a copy of all notifications which it gives or receives with respect to any past or present Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements. (d) Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to contain, remove and clean up all Hazardous Substances in, on or under any Property, except those that are both (i) determined to be present at the Improvements in compliance accordance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; Permits. (e) Indemnitors shallAt all times allow Bank and its officers, at their sole cost employees, agents, representatives, contractors and expense, fully and in a timely manner cooperate in all activities pursuant subcontractors reasonable access to Section 2 the Improvements for the purposes of this Agreementascertaining site conditions, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; subsurface conditions. (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant Deliver promptly to any reasonable written request of Indemnitee made in consideration Bank: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental event or condition reasonably believed health agency concerning Borrower's operations or the Improvements; and (ii) copies of any documents submitted by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate Borrower to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company United States Environmental Protection Agency or any of state, county or municipal environmental or health agency concerning its Subsidiaries, and share with Indemnitee operations or the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; Improvements. (g) Indemnitors shallIf at any time Bank obtains any reasonable evidence or information which suggests that a material potential environmental problem may exist at the Improvements, at their sole cost Bank may require that a full or supplemental environmental inspection and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that audit report with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability Improvements of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable level of detail satisfactory to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall Bank be prepared by an expert, and be in form, scope and substance, environmental engineer or other qualified person acceptable to Indemnitee (together with Bank at Borrower's expense. Such audit may include a physical inspection of the Improvements, a visual inspection of any Lead Based Paint Report and/or Asbestos Reportproperty adjacent to or within the immediate vicinity of the Improvements, as applicable, the “O&M Plan”), personnel interviews and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance a review of all recordsEnvironmental Permits. If Bank requires, papers and forms required under the Environmental Laws; (l) in the event that any such inspection or audit reveals shall also include a records search and/or subsurface testing for the presence of Toxic Mold Hazardous Substances in the indoor air soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Property Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionalsor from the Improvements, Indemnitors Borrower shall promptly remediate undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions, using methods recommended by the Toxic Mold engineer or other person who prepared said audit report and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee the appropriate federal, state and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence local agencies or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementauthorities.

Environmental Covenants. Each Indemnitor Mortgagor covenants and agrees that so long as the Mortgagor owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Mortgagor or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and (ii) fully disclosed to Indemnitee in writingthe extent required; (d) Indemnitors Mortgagor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Mortgagor or any other Person person or entity (the “"Environmental Liens”"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Mortgagor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement11.3 below, including, but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Mortgagor shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee Lender after Lender has reason to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) believe this Section 11.2 has been violated (including, but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties (defined in Section 12.1) shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Mortgagor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (i) reasonably effectuate any required Remediation of any condition (including, but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; , (ii) comply with any applicable Environmental Law; and/or , (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition ingovernmental authority, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Mortgagor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental Lawperson or entity (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Mortgagor shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing promptly after it has become aware of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any the Property in material violation of, or as might which is required to be reasonably expected reported to result in material liability under, a governmental authority under any Environmental Law; , (B) material non-compliance with any actual Environmental Laws related in any way to any Lien affecting the Property; , (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or , and (ED) any written or oral notice or other communication of which any Indemnitor Mortgagor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person person or entity pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementArticle 11.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all Mortgage Borrower’s uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, Properties shall be in compliance with all applicable Environmental Laws and permits issued pursuant theretothereto in all material respects; (bii) there shall be no Releases of Hazardous Substances Materials by Mortgage Borrower in, on, under or from any Property of the Properties in violation of Environmental Law; (iii) Borrower shall not permit or cause Mortgage Borrower to use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in material compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all amounts not in excess of that necessary to operate the applicable Environmental Laws and with any necessary permits issued pursuant thereto and Individual Property (iiincluding each tenant’s respective business at such Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to Indemnitee and approved by Lender in writingwriting or (3) held by a tenant for sale to the public in its ordinary course of business; (div) Indemnitors Borrower shall cause Mortgage Borrower to keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”), subject to the provisions of Section 5.2.10 hereof; provided, that after prior notice to Indemnitee, Indemnitors(v) Borrower shall cause Mortgage Borrower to, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing access to the Individual Properties and all relevant information in its possession, custody or control and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placestimes; (fvi) Indemnitors shallBorrower shall cause Mortgage Borrower to, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Individual Property; , and (iiB) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice vii) Borrower shall cause Mortgage Borrower to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law take all commercially reasonable measures to require that each tenant complies in accordance all material respects with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; provisions (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight through (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (jvi) of this Section 15.1.19(a); (b) Borrower covenants and agrees that so long as the Loan is outstanding, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors Borrower shall promptly notify Indemnitee Lender in writing of after it has become aware of: (Ai) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawof the Properties; (Bii) material non-any non compliance with any Environmental Laws related in any way to any Propertyof the Properties; (Ciii) any actual or threatened potential Environmental Lien; (Div) any required or proposed Remediation remediation of environmental conditions relating to any Propertyof the Properties; and/or and (Ev) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a Borrower’s liability for any Hazardous Materials in material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability violation of any Person pursuant Environmental Laws. (c) Lender and its designated agents or representatives, including but not limited to any Environmental Law concerning environmental consultant, and any Property, other environmental conditions in connection with receiver appointed by any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.court of

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that so long as Borrower owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances Materials in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (ii) (A) in amounts not in excess of that necessary to operate the Property or (B) fully disclosed to Indemnitee and approved by Lender in writing; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person person or entity (the “"Environmental Liens”"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement12.3 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender's reasonable belief that the Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties (as defined in the Environmental Indemnity) shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (i) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any the Property; and (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors Borrower shall do or knowingly not allow any tenant or other user of any the Property to do violate any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing after it has become aware of (A) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this AgreementMaterials.

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all Borrower’s uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, Property shall be in compliance with all applicable Environmental Laws and permits issued pursuant theretothereto in all material respects; (bii) there shall be no Releases of Hazardous Substances Materials by Borrower in, on, under or from any the Property in violation of Environmental Law; (iii) Borrower shall not use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under the Property, except those that are both (A) in material compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all applicable Environmental Laws and with any amounts not in excess of that necessary permits issued pursuant thereto and to operate the Property (iiincluding each tenant’s respective business at the Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to Indemnitee and approved by Lender in writingwriting or (3) held by a tenant for sale to the public in its ordinary course of business; (div) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice subject to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity provisions of any Environmental Liens in accordance with the terms of the Senior Loan DocumentsSection 5.2.1 hereof; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing access to the Property and all relevant information in its possession, custody or control and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placestimes; (fvi) Indemnitors Borrower shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any the Property; , and (iiB) comply with any applicable Environmental Law; and/or (iiivii) comply Borrower shall take all commercially reasonable measures to require that each tenant complies in all material respects with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; provisions (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight through (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (jvi) of this Section 15.1.19(a); (b) Borrower covenants and agrees that so long as the Loan is outstanding, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors Borrower shall promptly notify Indemnitee Lender in writing of after it has become aware of: (Ai) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (Bii) material any non-compliance with any Environmental Laws related in any way to any the Property; (Ciii) any actual or threatened potential Environmental Lien; (Div) any required or proposed Remediation remediation of environmental conditions relating to any the Property; and/or and (Ev) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to Borrower’s liability for any Hazardous Materials in material violation of any Environmental Laws. (c) Lender and its designated agents or representatives, including but not limited to any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use. If Lender reasonably believes that Borrower has breached any environmental representation, warranty or covenant contained in Sections 4.1.39 or 5.1.19(a) and (b) hereof, Lender may request that Borrower undertake such tests and investigations of the environmental condition of the Property (or portions thereof) that are reasonably necessary under the circumstances to assess the alleged breach of the representation, warranty or covenant. Any such tests or investigations shall be conducted by a material qualified environmental engineer or unlawful Releaseconsultant, reasonably acceptable to Lender, and if determined by the environmental engineer or consultant to be reasonably necessary, may include invasive sampling (such as any sampling of the soil, groundwater, surface water, air or building materials). Borrower shall provide Lender with a copy of any reports of the results of such tests and investigations and Lender and other Indemnified Parties shall be entitled to rely on such reports. If an Event of Default has occurred and is continuing, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person if Borrower has not diligently pursued such tests and investigations as are reasonably requested by Lender pursuant to this Section 5.1.19(c), then Lender may hire its own environmental engineer or consultant, at Borrower’s expense, to conduct such tests and investigations. Lender shall make all reasonable efforts to conduct any Environmental Law concerning any such tests and investigations so as to avoid interference with the operation of the Property, other environmental conditions in connection . (d) If counsel to Borrower reasonably determines that providing Lender with any Property a document otherwise required to be provided pursuant to this Section 5.1.19 (or any actual other provision of this Agreement or threatened administrative any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or judicial proceedings work product privilege pertaining to such document, the Borrower shall not be obligated to provide such document to Lender but shall provide Lender with a notice identifying the author and recipient of such document and generally describing the content of the documents. Upon request of Lender, Borrower shall take all reasonable steps necessary to provide Lender with the factual information contained in connection with any environmental matters referred to such privileged documents. Nothing contained in this AgreementSection 5.1.19(d) shall in any way limit lender’s rights under Section 5.1.19(c) hereof.

Environmental Covenants. Each Indemnitor hereby covenants and agrees that agrees: (a) to cause all uses and operations on or of each Property, whether by any activities at the Property during the term of the Indemnitors or any other Person, shall Loan to be conducted in compliance with all Environmental Laws and permits issued pursuant thereto; Law; (b) there shall be no Releases to promptly provide Lender with copies of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both all: (i) in correspondence, notices of violation, summons, orders, complaints or other documents received by Indemnitor, its lessees, sublessees, occupants or assigns, pertaining to compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with and/or the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances inMaterials at, on, under, migrating from or migrating towards any to the Property; (ii) reports of or information from previous environmental investigations undertaken at the Property in material violation which Indemnitor knows of, or has or can obtain possession; (iii) any reports of or information from environmental investigations undertaken at the Property by any Person or entity after the date of this Agreement; (iv) licenses, certificates and permits required by Environmental Law; (v) a description of the operations and processes of Indemnitor; and (vi) any other information that Lender may reasonably request from time to time; (c) not to generate, manufacture, refine, transport, transfer, produce, store, use, process, treat, dispose of, handle, permit to exist, be present, or in any manner deal with, any Hazardous Materials on any part of the Property, nor permit others to engage in any such activity on the Property, except for (i) those Hazardous Materials which are used or present in the ordinary course of Indemnitor’s business in compliance with Environmental Law, are listed on Schedule I attached hereto and have not been Released into the environment; and (ii) those Hazardous Materials which are naturally occurring on the Property, but only in such naturally occurring form and only in such quantities that are known not to be harmful, hazardous or injurious to the health or safety of occupants or users of the Property; (d) not to cause or permit, as might a result of any intentional or unintentional act or omission on the part of Indemnitor or any tenant, subtenant, occupant or assigns, the presence or Release of Hazardous Materials on the Property, except for (i) those Hazardous Materials which are used or present in the ordinary course of Indemnitor’s business in compliance with Environmental Law, are listed on Schedule I attached hereto and have not been Released into the environment, and (ii) those Hazardous Materials which are naturally occurring on the Property, but only in such naturally occurring form and only in such quantities that are known not to be harmful, hazardous or injurious to the health or safety of occupants or users of the Property; (e) to give notice and a full description to Lender immediately upon Indemnitor’s acquiring knowledge of (i) any and all enforcement, clean-up, removal or other regulatory actions threatened, instituted or completed by any Governmental Authority with respect to Indemnitor or the Property; (ii) all complaints and claims made or threatened by any third party against Indemnitor or the Property relating to damage, contribution, compensation, loss or injury resulting from any Hazardous Materials or Release; (iii) any complaint made or threatened by any third party against Indemnitor or the Property relating to damage, contribution, compensation, loss or injury resulting from any Hazardous Materials or Release; (iv) the presence of any Hazardous Material at, on, under, migrating from or migrating to the Property; (v) any Release or threatened Release of Hazardous Materials at, on, under, migrating from or migrating to or from the Property that must be reported to any Governmental Authority under Environmental Law or that could reasonably be expected to result in material liability underconcentrations of Hazardous Materials above applicable clean-up standards; (vi) Indemnitor’s violation of any Environmental Law or any allegation of same from any other Person; (vii) the imposition, attachment or recording of any lien, deed restriction, activity and use limitations, environmental covenant, institutional control or encumbrance under Environmental Law against the Property and/or any personal or other real property owned by Indemnitor; and (viii) the inability to obtain or renew any environmental permit or a notice from a Governmental Authority that it has revoked or suspended, or otherwise intends to revoke or suspend, whether in whole or in part, any Environmental Law; (B) material non-compliance with any Environmental Laws related permit for the Property, which permit relates, in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (includingway, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning (ix) any matters relating to Hazardous Materials, Release or Environmental Law that would give a reasonably prudent lender cause to be concerned that the value of their security interest in the Property may be reduced or threatened or that may impair or threaten to impair Indemnitor’s ability to perform any of its obligations under this Agreement or the Loan Documents; (f) to timely comply with any Environmental Law requiring the removal, treatment, storage, processing, handling, transportation or disposal of Hazardous Materials and provide Lender with satisfactory evidence of such compliance; (g) to conduct and complete all investigations, studies, sampling and testing, as well as all remedial, removal and other actions necessary to clean up and remove all Releases at, on, under, migrating from or migrating to the Property, other environmental all in accordance with Environmental Law; (h) to continue to have and maintain all necessary licenses, certificates and permits required under Environmental Law relating to Indemnitor and its Property, facilities, assets and business; (i) to remediate or cause to be remediated, at its sole cost and expense, any Hazardous Material which is or contains toxic mold; (j) to investigate, and as necessary, remediate or cause to be remediated, at its sole cost and expense, any vapor intrusion or vapor encroachment conditions at, on, under, migrating from or migrating to the Property from Hazardous Materials; (k) to take all actions necessary to reduce measurable amounts of radon gas detected in connection with any building or structure on the Property to acceptable levels which are permissible under Environmental Law and protective of human health; and (l) to take all actions necessary to remove asbestos or asbestos containing materials from any actual building or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreementstructure on the Property.

Environmental Covenants. Each Indemnitor Borrower covenants and agrees that so long as the Borrower owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and (ii) fully disclosed to Indemnitee in writingthe extent required; (d) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person person or entity (the “Environmental Liens”"ENVIRONMENTAL LIENS"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement12.3 below, including, but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee Lender after Lender has reason to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) believe this Section 12.2 has been violated (including, but not limited to, to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or conditionpreparation of any Operations and Maintenance Plan ("O&M PLAN") that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesrequired by Lender), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.;

Environmental Covenants. Each Indemnitor covenants Borrowers covenant and agrees agree that so long as Borrowers own, manage, is in possession of, or otherwise control the operation of the Individual Properties: (a) all uses and operations on or of each Propertythe Individual Properties, whether by any of the Indemnitors Borrowers or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)Individual Property; (c) there shall be no Hazardous Substances Materials in, on on, or under any Individual Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (ii) (A) in amounts not in excess of that necessary to operate the Individual Properties for the purposes set forth herein or (B) fully disclosed to Indemnitee and approved by Lender in writing; (d) Indemnitors Borrowers shall keep each Property the Individual Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Borrowers shall, at their sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement12.4 below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Borrowers shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Individual Property, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender’s reasonable belief that any Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Borrowers shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (i) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Individual Property; and (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors Borrowers shall do or knowingly not allow any tenant or other user of any Individual Property to do violate any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrowers shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing after it has become aware of (A) any presence or Release or threatened Release of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental LawIndividual Property; (B) material any non-compliance with any Environmental Laws related in any way to any Individual Property; (C) any actual or threatened potential Environmental LienLien against any Individual Property; (D) any required or proposed Remediation remediation of environmental conditions relating to any Individual Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrowers becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a material or unlawful Release, or threatened Release, Hazardous Materials. Any failure of Hazardous Substances or Remediation thereof, possible liability of any Person Borrowers to perform their obligations pursuant to any Environmental Law concerning any Property, other environmental conditions in connection this Section 12.2 shall constitute bad faith waste with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred respect to in this Agreementthe Individual Properties.

Environmental Covenants. Each Indemnitor Grantor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Grantor or any other Personperson or entity, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee Beneficiary in writing; (d) Indemnitors Grantor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Grantor or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Grantor shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee Beneficiary to (i) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply in all material respects with any applicable Environmental Law; and/or (iii) comply in all material respects with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Propertygovernmental authority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hf) none of the Indemnitors Grantor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental Lawperson or entity (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mg) Indemnitors Grantor shall promptly notify Indemnitee Beneficiary in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Grantor becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person person or entity pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.Article 12. “Environmental Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of Remediation or prevention of Releases of Hazardous Substances or relating to liability for or costs of other actual or threatened danger to human health or the environment. “Environmental Law” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that that: (ai) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (ciii) except for those Hazardous Materials otherwise disclosed in the Environmental Report for the Property, there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto (to the extent such permits are required by Environmental Law), (B) de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law and (iiC) fully disclosed to Indemnitee Lender in writing; (div) Indemnitors Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s beliefA) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee ▇▇▇▇▇▇ made in the event that Lender has reason to (i) believe that an environmental hazard exists on the Property to reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release release of a Hazardous Substance) in, on, under or from any the Property; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest D) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hvii) none of the Indemnitors Borrower shall not do or knowingly allow any tenant Tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mviii) Indemnitors Borrower shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release releases or threatened Release releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a material the release or unlawful Release, or threatened Release, potential release of Hazardous Substances or Remediation thereof, possible likely to result in liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this AgreementSection. (b) In the event that Lender has reason to believe that an environmental hazard exists on the Property that may, in Lender’s sole reasonable discretion, endanger any Tenants or other occupants of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice from Lender, Borrower shall, at Borrower’s expense, promptly cause an engineer or consultant satisfactory to Lender to conduct an environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by ▇▇▇▇▇▇ and promptly deliver the results of any such 156506983 assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Lender within a reasonable period or if Lender has reason to believe that an environmental hazard exists on the Property that, in Lender’s sole judgment, endangers any Tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable notice to Borrower, Lender and any other Person designated by Lender, including but not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access to the Property. (i) Borrower hereby represents and warrants that attached hereto as Exhibit C are true and complete copies of the operations and maintenance plans for the Individual Properties located as Franklinton Square, Grove Park Shopping Center, Riverbridge Shopping Center and Sunshine Plaza (collectively, the “O&M Program”), and (ii) Borrower has as of the date hereof complied in all respects with the O&M Program. Borrower hereby covenants and agrees that, during the term of the Loan, including any extension or renewal thereof, Borrower shall comply in all respects with the terms and conditions the O&M Program. ARTICLE 2 ARTICLE 3 Section 1.2 Section 1.3

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in compliance with all Environmental Laws Law and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws Law and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors subject to a right to contest under applicable environmental law, provided any such contest stays any enforcement proceeding by the applicable authority, Indemnitor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement3 hereof, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Indemnitor shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any the event that Indemnitee has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee made in the event that Indemnitee has a good faith reason to believe based on credible evidence or information that an environmental hazard exists on or affects the Property to (i) effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such PropertyAuthority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Indemnitor shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws Law related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor covenants Tenant shall not use the Premises for the production, sale or storage of any toxic or hazardous chemicals, wastes, materials or substances, or any pollutants or contaminants, as those terms are defined in any applicable federal, state, local or other governmental law, statute, ordinance, code, rule or regulation (“Hazardous Substances”), shall not use any Hazardous Substance in the Premises, and agrees that shall not permit any Hazardous Substance to be disposed of from, in or on the Premises, unless said Hazardous Substances are of the type normally used in the ordinary course of operating and maintaining Tenant’s office and laboratory facilities, and are stored, used and disposed of in strict accordance with all such laws, statutes, ordinances, codes, rules and regulations which are applicable to the Premises (a) “Environmental Regulations”). Tenant shall not permit any Hazardous Substance to be emitted, discharged, released, spilled or deposited from, in or on the Premises other than in the ordinary course of operating and maintaining Tenant’s office and laboratory facilities as may be permitted by law or applicable permit held by Tenant. Tenant shall obtain and maintain all uses licenses and operations on or of each Propertypermits, whether and shall maintain all material safety data sheets, with respect to such Hazardous Substances, which are required by any of Environmental Regulation. Landlord shall have the Indemnitors or any other Person, shall be in right to enter the Premises to inspect the same for compliance with all Environmental Laws and permits issued pursuant theretothe provisions of this Section 29; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both provided that: (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate in all activities pursuant to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate entrance to the suspected event or condition) that would Premises shall not be reasonably expected denied to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any PropertyTenant; (ii) comply the business of Tenant shall not be interfered with any applicable Environmental Lawunreasonably; and/or and (iii) Landlord shall comply with Tenant’s safety and other reasonable rules governing activities within the Premises. Tenant agrees to indemnify Landlord against, and to hold Landlord harmless from, any directive and all claims, demands, judgments, fines, penalties, costs, damages and expenses resulting from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from violation by Tenant of this Section 29 or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law Regulation, including court costs and attorneys, fees in accordance with the terms any suit, action administrative proceeding or negotiations resulting therefrom, and including costs of remediation, clean-up and detoxification of the Senior Loan Documents; (h) none Premises and the environment unless caused by the willful misconduct or gross negligence of Landlord. Tenant’s obligations and liabilities under this Section 29 shall survive the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) termination of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this AgreementLease.

Environmental Covenants. Each Indemnitor (a) Pledgor covenants and agrees that so long as the Loan is outstanding (ai) all uses and operations on or of each Propertythe Properties, whether by any of the Indemnitors Mortgage Borrower or any other Person, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property of the Properties; (iii) there shall be no Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all amounts not in excess of that necessary to operate the applicable Environmental Laws and with any necessary permits issued pursuant thereto and Individual Property or (ii2) fully disclosed to Indemnitee and approved by Lender in writing; (div) Indemnitors Pledgor shall cause Mortgage Borrower to keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Pledgor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Pledgor to fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Pledgor to perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertyof the Properties, pursuant to any reasonable written request of Indemnitee made Lender, upon Lender’s reasonable belief that an Individual Property is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesfull compliance with all Environmental Laws, and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Pledgor shall, at their its sole cost and expense, cause Mortgage Borrower to comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any PropertyIndividual Property as required by Environmental Law; and (iiB) comply with any applicable Environmental Law; and/or (iiiviii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating Pledgor shall cause Mortgage Borrower to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect use its best efforts to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly not allow any tenant or other user of any Property of the Properties to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of violate any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors Pledgor shall promptly immediately notify Indemnitee Lender in writing after it has become aware of (A) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawof the Properties; (B) material any non-compliance with any Environmental Laws related in any way to any Propertyof the Properties; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation remediation of environmental conditions relating to any Propertyof the Properties; and/or and (E) any written or oral notice or other communication of which any Indemnitor Pledgor becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to Hazardous Materials. (b) Lender and any other Person designated by Lender, including but not limited to any representative of a material Governmental Authority, and any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times, subject to the rights of tenants under their Leases and upon reasonable advance notice, to assess any and all aspects of the environmental condition of any Individual Property and its use, including but not limited to conducting any environmental assessment or unlawful Releaseaudit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or threatened Releasebuilding materials, of Hazardous Substances and conducting other invasive testing. Pledgor shall cause Mortgage Pledgor to cooperate with and provide access to Lender and any such Person or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreemententity designated by Lender.

Environmental Covenants. Each Indemnitor covenants and agrees that that: (aA) all uses and operations on or of each the Property, whether by any of the Indemnitors or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bB) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (dC) there shall be no Hazardous Substances in, on, or under the Property, except those that are both (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (D) Indemnitors shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (eE) Indemnitors shall, at their sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 4 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fF) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, by an environmental consultant approved by Indemnitee pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gG) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of or obtain a no further action letter for any condition (including, but not limited to, a Release of a any Hazardous SubstanceSubstances) in, on, under or from any the Property; , in full compliance of Environmental Laws or reasonably required by Indemnitee based upon recommendations and observations of an independent environmental consultant approved by Indemnitee, (ii) comply with any applicable Environmental Law; and/or , (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition inAuthority, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hH) none of the Indemnitors shall do not do, or knowingly allow any tenant Tenant or other user of any the Property to do do, any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Property; (I) Indemnitor shall use commercially reasonable efforts to enforce the applicable provisions of the Leases in non-compliance with order to prevent Tenants or other users of the Property from taking any action that violates any applicable Environmental Law, impairs or may impair the value of any the Property, is as contrary to any requirement of any insurerIssuer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mJ) Indemnitors to the extent Indemnitor has actual knowledge, Indemnitor shall promptly immediately notify Indemnitee in writing of (Ai) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards the Property, (ii) any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any the Property; , (Ciii) any actual or threatened potential imposition of an Environmental Lien; , (Div) any required or proposed Remediation of environmental conditions relating to any the Property; , and/or (Ev) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any a Governmental Authority) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or of each Individual Property, whether by any of the Indemnitors Indemnitors, any of the Mortgage Borrowers or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Individual Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any Individual Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors shall keep keep, and shall cause each Mortgage Borrower to keep, each Individual Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, IndemnitorsIndemnitors may contest, or may cause any Mortgage Borrower to contest, at their own Indemnitors’ or such Mortgage Borrower’s sole cost and expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Environmental Liens Liens, provided that (1) no Event of Default has occurred and remains uncured, (2) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (3) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (4) Indemnitors shall, or shall cause the terms applicable Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Environmental Liens, together with all costs, interest and penalties which may be payable in connection therewith, (5) to insure the payment of such Environmental Liens, Indemnitors shall deliver, or shall cause the applicable Mortgage Borrower to deliver, to Indemnitee either (A) cash, or other security as may be approved by Indemnitee, in an amount equal to one hundred ten percent (110%) of the Senior Loan Documentscontested amount if such contested amount will be less than one million dollars ($1,000,000) or one hundred twenty five percent (125%) of such contested amount if such contested amount will be equal to or greater than ($1,000,000), or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Indemnitee in its reasonable discretion, provided, however, Indemnitor shall not be required to deliver any security pursuant to this clause (5) if Mortgage Borrower shall have delivered security in respect of the relevant matter to the Mortgage Lender, (6) failure to pay such Environmental Liens will not subject Indemnitee to any civil or criminal liability, (7) such contest shall not affect the ownership, use or occupancy of any Individual Property, and (8) Indemnitors shall, upon request by Indemnitee, give Indemnitee prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (1) through (7) of this Section 2(d); (e) Indemnitors shall, at their sole cost and expense, fully and in a timely manner cooperate cooperate, and shall cause each Mortgage Borrower to fully and in a timely manner cooperate, in all activities pursuant to Section 2 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shallshall perform, and shall cause each Mortgage Borrower to perform, at their Indemnitors’ or such Mortgage Borrower’s, sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Individual Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Individual Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Individual Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its SubsidiariesBorrower, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto, except any non-compliance which, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property by Indemnitor or anyone controlled by, controlling or under common control with Indemnitor, except any Property (except non-compliance which, individually and in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors Indemnitor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors(d) Indemnitor, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, at their its sole cost and expense, fully and in a timely manner cooperate in all activities pursuant shall (i) perform or cause to Section 2 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform be performed any reasonably scoped environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee (provided that such request is made based upon Indemnitee’s reasonable belief that there are Hazardous Substances in, or under the Property which are not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe compliance with Environmental Laws and that the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation belief has first been described in writing to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its SubsidiariesIndemnitor), and share (ii) provide Indemnitee with Indemnitee the copies of reports and other results thereof, on which reports and results Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereofrely; (ge) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from the Property where such action is also required by, or necessary to comply with or avoid liability under, any PropertyEnvironmental Law, or is required by, or necessary to comply with or to avoid liability under, any permits issued pursuant thereto, or any directive from any governmental authority or is otherwise necessary to avoid liability to third parties; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any lawful directive from any Governmental Authority having jurisdiction over governmental authority, except any non-compliance which, individually and in the applicable Property requiring any action relating aggregate, could not reasonably be expected to any environmental condition in, on, under, from or migrating toward such Propertyhave a Material Adverse Effect; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (hf) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental Lawperson or entity (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mg) Indemnitors except as to matters, conditions or circumstances described or referenced in the Environmental Report already provided to Indemnitee, Indemnitor shall promptly notify Indemnitee in writing of (Ai) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (Bii) material any noncompliance, except any non-compliance which, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect, with any Environmental Laws related in any way to any the Property; (Ciii) any actual Environmental Lien known to Indemnitor to exist or threatened Environmental Liento be threatened; (Div) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (Ev) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person person or entity pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor In order to induce Lessor to enter into this Lease, Lessee covenants and agrees that during the term of this Lease: (a) to comply in all uses material respects and to cause all assignees, tenants, subtenants and other Persons occupying or conducting operations on or of each Property, whether by any of the Indemnitors or any other Person, shall be Leased Property to comply in compliance all material respects with all Environmental Laws now or hereafter applicable to the Leased Property or any operation thereon or to Lessee and permits issued pursuant thereto; (b) there shall be no Releases its subtenants, assignees, tenants and other Persons occupying or conducting operations on the Leased Property, except where failure to comply is in the process of Hazardous Substances inbeing investigated, onremediated or otherwise addressed, under remedied or from any Property (except cured in compliance with all applicable Environmental Laws and would not have a material adverse effect on the ability of Lessee (taking into account the Guarantee) to perform its obligations hereunder and under the other Operative Agreements; (b) to have sole responsibility for any and all costs and expenses of compliance with permits issued pursuant thereto); applicable Environmental Laws, including any such compliance directed to each Participant, Indenture Trustee or Lessor or to which any of the foregoing may become subject; (c) there shall be no not to generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Substances in, Materials on or under any the Leased Property, except those or transport or permit the transportation of Hazardous Materials to or from the Leased Property in any quantity or manner which would violate in any material respect, or give rise to material liability under, any applicable Environmental Laws; provided that are both (i) Lessee shall not be in compliance breach of this covenant if it is complying with all reasonable promptness and diligence, including by way of investigation or remediation, with applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed in response to Indemnitee in writing; such generation, use, treatment, storage, Release or disposal; (d) Indemnitors shall keep each to conduct or cause to be conducted any investigation, study, sampling and testing and undertake any Remedial Action with respect to Hazardous Materials on or from the Leased Property free as required by and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms requirements of the Senior Loan Documentsapplicable Environmental Laws; (e) Indemnitors shallprovided, at their sole cost and expensehowever, fully and that if such Remedial Action would include the use of institutional controls or land use restrictions that would have a material adverse effect on the Fair Market Value of such Leased Property or that would preclude the use of such Leased Property in a timely manner cooperate which is substantially similar to its then current or intended use, Lessor's consent shall be required (which consent shall not be unreasonably withheld); provided further, however, that no such consent shall be required for any institutional controls or use limitations (x) that may apply in all activities pursuant the future to Section 2 the Leased Property if so identified in Part B of this Schedule 4 to the Participation Agreement, includingso long as such limitations and controls are not materially more restrictive than the limitations and controls currently in effect for the Other Leased Property as identified in Part A of Schedule 4 to the Participation Agreement (taking into account differences in applicable state law), but not limited toor (y) currently in effect for the Leased Property as identified in Part A of Schedule 4 to the Participation Agreement; (i) Lessee shall promptly notify Lessor, providing all relevant information Owner Participant and making knowledgeable Persons available for interviews upon reasonable advance written request and Indenture Trustee of (A) any fact, circumstance, condition, occurrence or Release of Hazardous Materials occurring at reasonable times and places; (f) Indemnitors shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant from the Leased Property relating to any reasonable written request of Indemnitee made in consideration of any environmental event underground storage tank or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) otherwise that would may be reasonably expected to have result in an adverse effect on any Property or on the business or condition (financial or otherwise) expense in excess of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action $5,000,000 relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability as a result of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance noncompliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause such notice to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty given no later than THIRTY (30) days following after the preparation condition is discovered by Lessee or such Release or occurrence takes place, whichever is later, and (B) any pending or threatened Environmental Claim that may reasonably be expected to result in an expense in excess of $5,000,000 against Lessee relating to the Leased Property, such reportnotice to be given no later than TEN (10) Business Days after Lessee receives written notice that such Environmental Claim is commenced or threatened. To the extent possible, Indemnitors shallall such notices shall describe in reasonable detail the nature of the Environmental Claim, investigation, condition, incident or occurrence and Lessee's response thereto. (ii) Upon the written request of Lessor, Owner Participant or Indenture Trustee, Lessee shall provide Owner Participant, Lessor and Indenture Trustee (so long as the Notes remain outstanding) with copies of all written, non-privileged communications with any Governmental Authority or third party, or other documents reasonably requested by the foregoing Persons, relating to the subject of any notice required under Section 8.3(e)(i). (iii) Lessee shall provide reports relating to any Environmental Claim relating to the subject of any notice required under Section 8.3(e)(i) in such detail as may reasonably requested by Owner Participant, Lessor or Indenture Trustee. In addition, if any Release or other condition occurs at their the Leased Property that relates to any underground storage tank or otherwise that may reasonably be expected to result in an expense in excess of $5,000,000 relating to or as a result of noncompliance with any applicable Environmental Law or Environmental Claim, Owner Participant or Lessor may require with respect to the Leased Property that is the subject of the claim at Lessee's sole cost and expense, develop and implement an operations and maintenance plan the undertaking of a Phase I environmental audit and, if such Phase I environmental audit discloses any environmental condition or conditions that reasonably require a Phase II environmental audit, a Phase II environmental audit for the Leased Property. All audits pursuant to manage such condition(s) on the applicable Property, which plan this provision shall be prepared by an experta consultant that is, and be in formthe scope of the audit shall be, scope and substance, reasonably acceptable to Indemnitee the requesting Person. (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, iv) Subject to the “O&M Plan”terms of Article 17 (other than the timing limits contained in the last sentence of the first paragraph thereof), Lessor, Owner Participant, or their respective agents, employees, contractors or representatives shall have the right, but not the duty, at its own cost and if expense (unless an O&M Plan has been prepared prior Event of Default is continuing in which case such inspection will be at Lessee's cost and expense), to enter upon the date hereof, Indemnitors agree Leased Property during reasonable times and upon reasonable notice to diligently monitor and continually carry out (inspect any Release of Hazardous Materials thereon that relates to an underground storage tank or cause otherwise that may result in an expense in excess of $5,000,000 relating to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance as a result of all records, papers and forms required under the Environmental Laws; (l) in the event that or any inspection or audit reveals the presence violation of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and an applicable Environmental Law, following which abatement of if after being required by applicable Environmental Law to do so, Lessee fails to (i) contest the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and allegations surrounding such violations in accordance with the guidelines issued terms hereof or (ii) commence such investigation, response, removal, corrective action or remediation to the extent required by applicable Environmental Law promptly thereafter and to continue diligently to effect such action or contest. In exercising its rights herein, each such party shall use reasonable efforts to minimize interference with the National Multi Housing Council; and (m) Indemnitors Lessee's business but any such entry shall promptly notify Indemnitee not constitute an eviction of Lessee, in writing of (A) whole or in part. If any presence or Governmental Authority shall ever require testing to ascertain whether there has been a Release or threatened Release violation of Hazardous Substances inapplicable Environmental Laws, on, under, from or migrating towards any then the costs thereof shall be paid by Lessee; (f) Lessee acknowledges that asbestos and asbestos-containing materials may have been used in the construction of the Leased Property. Lessee shall maintain the Leased Property and cause alterations to be performed to the Leased Property in compliance with Environmental Law applicable to asbestos; and (g) Lessee agrees to undertake, promptly and at its own expense, appropriate Remedial Action regarding the items described in Schedule VIII hereof; provided, however, that if such Remedial Action would include the use of institutional controls or land use restrictions that would have a material violation ofadverse effect on the Fair Market Value of such Leased Property or which would preclude the use of such Leased Property in a manner which is substantially similar to its then current or intended use, Lessor's consent shall be required (which consent shall not be unreasonably withheld); provided further, however, that no such consent shall be required for any institutional controls or use limitations (x) that may apply in the future to the Leased Property if so identified in Part B of Schedule 4 to the Participation Agreement, so long as such limitations and controls are not materially more restrictive than the limitations and controls currently in effect for the Other Leased Property as identified in Part A of Schedule 4 to the Participation Agreement (taking into account differences in applicable state law), or (y) currently in effect for the Leased Property as might be reasonably expected identified in Part A of Schedule 4 to result in material liability under, any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this the Participation Agreement.

Environmental Covenants. Each Indemnitor Subject to pre-existing matters described in the Phase I Environmental Report for the Property delivered to Lender prior to the date hereof, if any (a) Borrower covenants and agrees that that: (ai) all uses and operations on or of each the Property, whether by any of the Indemnitors Borrower or any other Personperson or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (ciii) there shall be no Hazardous Substances in, on on, or under any the Property, except those that are both (iA) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, and (iiB) fully disclosed in de-minimis amounts necessary to Indemnitee operate the Property for the purposes set forth in writingthe Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law; (div) Indemnitors subject to a right to contest under applicable environmental law, provided any such contest stays any enforcement proceeding by the applicable authority, Borrower shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementsubsection (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee Lender made in consideration of any the event that Lender has a good faith reason to believe based upon credible evidence or information that an environmental event hazard exists on or condition reasonably believed by Indemnitee to have occurred or to exist at any affects the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee Lender the reports and other results thereof, and Indemnitee Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Lender made in the event that Lender has a good faith reason to believe based on credible evidence or information that an environmental hazard exists on or affects the Property to (iA) reasonably effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any Propertythe Property pursuant to and in accordance with the applicable law; (iiB) comply with any applicable Environmental Law; and/or (iiiC) comply with any directive from any Governmental Authority having jurisdiction over Authority; and (D) take any other reasonable action necessary or appropriate for protection of human health or the applicable Property requiring any action environment as a result of or relating to any an environmental condition inhazard at the Property, on, under, from or migrating toward such Property; provided, that with respect pursuant to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsapplicable law; (hviii) none of the Indemnitors Borrower shall not do or knowingly allow any tenant or other user of any the Property to do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, involves Hazardous Substances or an environmental condition and constitutes a public or private nuisance, involves Hazardous Substances or an environmental condition and constitutes waste waste, or involves Hazardous Substances or an environmental condition and constitutes and violates any covenant, condition, agreement or easement applicable to any the Property; (iix) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition upon actual knowledge of the Lead Based Paint (a “Lead Based Paint Report”)same, prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Borrower shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee Lender in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Section; (x) Borrower shall not install, use, generate, manufacture, store, treat, release or dispose of, nor knowingly permit the installation, use, generation, storage, treatment, release or disposal of, any Hazardous Substances (except de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law) on, under or about the Property, and all uses and operations on or of the Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (xi) Borrower shall not make any change in the use or condition of the Property which (A) might lead to the presence on, under or about the Property of any Hazardous Substances which is not in accordance with any applicable Environmental Law, or (B) would require, under any applicable Environmental Law, notice be given to or approval be obtained from any governmental agency in the event of a transfer of ownership or control of the Property, in each case without the prior written consent of Lender; (xii) Borrower shall not consent to or otherwise allow any Institutional Control on or to affect the Property without Lender’s prior written consent; and (xiii) Borrower shall take all acts necessary to preserve its status, if applicable, as an “innocent landowner,” “contiguous property owner,” or “prospective purchaser” as to the Property and as those terms are defined in CERCLA; provided, however, that this covenant does not limit or modify any of Borrower’s other duties or obligations under this Agreement.

Environmental Covenants. (a) Each Indemnitor Borrower covenants and agrees that so long as such Borrower owns, manages, is in possession of, or otherwise controls the operation of the Projects: (ai) all uses and operations on or of each Propertythe Projects, whether by any of the Indemnitors such Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant theretothereto in all material respects; (bii) there shall be no material Releases of Hazardous Substances Materials in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Projects; (ciii) there shall be no Hazardous Substances Materials in, on on, or under any Propertythe Projects, except those that are both (iA) in compliance with all applicable Environmental Laws in all material respects and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (iiB) (I) in amounts not in excess of that necessary to operate the Projects for the purposes set forth herein or (II) fully disclosed to Indemnitee and approved by Administrative Agent in writing; (div) Indemnitors each Borrower shall keep each Property the Projects free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; ; (ev) Indemnitors each Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this AgreementSubsection 4.10(c) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors each Borrower shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertythe Projects, pursuant to any reasonable written request of Indemnitee made Administrative Agent, upon Administrative Agent's reasonable belief that any Project is not in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be compliance with all Environmental Laws in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiariesall material respects, and share with Indemnitee Administrative Agent the reports and other results thereof, and Indemnitee Administrative Agent and the other Indemnified Parties Lenders shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors each Borrower shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee Administrative Agent to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Propertythe Projects as required by Environmental Laws; and (iiB) comply in all material respects with any applicable Environmental Law; and/or (iiiviii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors Borrower shall do or knowingly not allow any tenant Operating Lessee or other user of any Property the Projects to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of violate any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mix) Indemnitors each Borrower shall promptly immediately notify Indemnitee Administrative Agent in writing after it has become aware of (A) any presence or material Release or threatened Release of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Projects; (B) material any non-compliance with any Environmental Laws related in any way to the Projects in any Propertymaterial respects; (C) any actual or threatened potential Environmental LienLien against the Projects; (D) any required or proposed Remediation remediation of environmental conditions relating to any Propertythe Projects; and/or and (E) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (includingincluding but not limited to a Governmental Authority) effecting or relating in any way to Hazardous Materials and the Borrowers or any Project. (b) Administrative Agent and any other Person designated by Administrative Agent, including but not limited to any representative of a Governmental Authority, and any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon the Projects at all reasonable times to assess any and all aspects of the environmental condition of the Projects and its use, including but not limited toto conducting any environmental assessment or audit (the scope of which shall be determined in Administrative Agent's sole discretion) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing, provided, however, that so long as no Default has occurred and is continuing, Borrower shall have the right to approve any Governmental Authoritysampling or other invasive testing, such approval not to be unreasonably withheld. Each Borrower shall cooperate with and provide access to Administrative Agent and any such person or entity designated by Administrative Agent. (c) relating Each Borrower shall establish and comply with that any operations and maintenance program if recommended by Administrative Agent's environmental consultant with respect to a the Projects, in form and substance reasonably acceptable to Administrative Agent, and prepared by an environmental consultant reasonably acceptable to Administrative Agent, which program may address any asbestos-containing material or unlawful Releaselead based paint that may now or in the future be detected at or on the Projects. Without limiting the generality of the preceding sentence, Administrative Agent may require to the extent reasonable under the circumstances (i) periodic notices or threatened Releasereports to Administrative Agent in form, substance and at such intervals as Administrative Agent may specify, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at each Borrower's sole expense, supplemental examination of the Projects by consultants specified by Administrative Agent, (iv) access to the Projects by Administrative Agent, its agents or servicer, to review and assess the environmental condition of the Projects and each Borrower's compliance with any operations and maintenance program, and (v) variation of the operations and maintenance program in response to the reports provided by any such consultants. (d) If any Release or disposal of Hazardous Substances Materials shall occur or Remediation thereof, possible liability shall have occurred on any real property or any other assets of any Person pursuant Borrower, such Borrower will cause the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to any comply in all material respects with all Environmental Law concerning any PropertyLaws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, other environmental conditions in connection each Borrower shall comply with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.each

Environmental Covenants. Each Indemnitor (a) Borrower covenants and agrees that so long as the Loan is outstanding (ai) all Borrower’s uses and operations on or of each Property, whether by any of the Indemnitors or any other Person, Properties shall be in compliance with all applicable Environmental Laws and permits issued pursuant theretothereto in all material respects; (bii) there shall be no Releases of Hazardous Substances Materials by Borrower in, on, under or from any Property of the Properties in violation of Environmental Law; (iii) Borrower shall not use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in material compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all amounts not in excess of that necessary to operate the applicable Environmental Laws and with any necessary permits issued pursuant thereto and Individual Property (iiincluding each tenant’s respective business at such Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to Indemnitee and approved by Lender in writingwriting or (3) held by a tenant for sale to the public in its ordinary course of business; (div) Indemnitors Borrower shall keep each Property the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrower or any other Person (the “Environmental Liens”); provided, that after prior notice subject to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity provisions of any Environmental Liens in accordance with the terms of the Senior Loan DocumentsSection 5.2.1 hereof; (ev) Indemnitors Borrower shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing access to the Individual Properties and all relevant information in its possession, custody or control and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placestimes; (fvi) Indemnitors Borrower shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee Lender to (iA) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Individual Property; , and (iiB) comply with any applicable Environmental Law; and/or (iiivii) comply Borrower shall take all commercially reasonable measures to require that each tenant complies in all material respects with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documents; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; provisions (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight through (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (jvi) of this Section 15.1.19(a); (b) Borrower covenants and agrees that so long as the Loan is outstanding, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors Borrower shall promptly notify Indemnitee Lender in writing of after it has become aware of: (Ai) any presence or Release or threatened Release Releases of Hazardous Substances Materials in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawof the Properties; (Bii) material any non-compliance with any Environmental Laws related in any way to any Propertyof the Properties; (Ciii) any actual or threatened potential Environmental Lien; (Div) any required or proposed Remediation remediation of environmental conditions relating to any Propertyof the Properties; and/or and (Ev) any written or oral notice or other communication of which any Indemnitor Borrower becomes aware from any source whatsoever (including, including but not limited to, any to a Governmental Authority) relating in any way to a Borrower’s liability for any Hazardous Materials in material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability violation of any Person pursuant Environmental Laws. (c) Lender and its designated agents or representatives, including but not limited to any Environmental Law concerning environmental consultant, and any Propertyreceiver appointed by any court of competent jurisdiction, other shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times to assess any and all aspects of the environmental conditions in connection with condition of any Individual Property or any actual or threatened administrative or judicial proceedings in connection with and its use. If Lender reasonably believes that Borrower has breached any environmental matters referred to representation, warranty or covenant contained in this Agreement.Sections 4.1.39 or 5.1.19(a) and (b) hereof, Lender may request

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each the Property, whether by any of the Indemnitors Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto)the Property; (c) there Indemnitor shall be no not permit Hazardous Substances in, on on, or under any the Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitors Indemnitor shall keep each the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”"ENVIRONMENTAL LIENS"); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors Indemnitor shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section PARAGRAPH 2 of this Agreement, including, including but not limited to, to providing all relevant information and making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors Indemnitor shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, including but not limited to, to sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors Indemnitor shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, including but not limited to, to a Release of a Hazardous Substance) in, on, under or from any the Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Propertygovernmental authority; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest iv) take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors Indemnitor shall not do or knowingly allow any tenant or other user of any the Property to, with respect to Hazardous Substances, do any act that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off the Property), impairs or may impair the value of any the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any the Property; and (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan Indemnitor shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly immediately notify Indemnitee in writing of (A) any presence or Release Releases or threatened Release Releases of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Lawthe Property; (B) material any non-compliance with any Environmental Laws related in any way to any the Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any the Property; and/or and (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, including but not limited to, any Governmental Authorityto a governmental entity) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property the Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement.

Environmental Covenants. Each Indemnitor Issuer covenants and agrees that so long as such Issuer owns, manages, is in possession of, or otherwise controls a Mortgaged Property: (a) all uses and operations on or of each such Mortgaged Property, whether by any of the Indemnitors such Issuer or any other Personperson or entity, shall be in material compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Environmental Releases of Hazardous Substances Materials in, on, under or from any such Mortgaged Property (except in compliance with all applicable material violation of Environmental Laws and with permits issued pursuant thereto)Laws; (c) there shall be no Hazardous Substances Materials present at, in, on on, or under any such Mortgaged Property or generated, managed, stored, treated, transported or disposed in connection with the use and operation of such Mortgaged Property, except those that are both (i) in material compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto thereto, if and to the extent required, and (ii) fully disclosed in amounts necessary to Indemnitee in writingoperate such Mortgaged Property; (d) Indemnitors such Issuer shall keep each the Mortgaged Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors an Issuer or any other Person person or entity (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors such Issuer shall, at their its sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreement10.08, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors such Issuer shall, at their its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any such Mortgaged Property, pursuant to any reasonable written request of Indemnitee made the Property Manager in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any accordance with the Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries, Management Agreement and share with Indemnitee the Indenture Trustee the reports and other results thereof, and Indemnitee and the other Indemnified Parties Indenture Trustee shall be entitled to rely on such reports and other results thereof; (g) Indemnitors such Issuer shall, at their its sole cost and expense, comply with all reasonable written requests of Indemnitee the Property Manager in accordance with the Property Management Agreement to (i) reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any Property; such Mortgaged Property associated with an Environmental Release and (ii) comply with any applicable Environmental Law; and/or (iiih) comply with such Issuer shall not knowingly permit any directive from any Governmental Authority having jurisdiction over Borrower, Tenant or other user of the applicable Mortgaged Property requiring any action relating to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of violate any Environmental Law in accordance with the terms of the Senior Loan Documentsany material respect; (h) none of the Indemnitors shall do or knowingly allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; and (i) if following such Issuer shall immediately notify the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee Manager in writing after it has become aware of (A) any presence or Environmental Release or threatened Release Environmental Releases of Hazardous Substances Materials in, on, under, from or migrating towards any such Mortgaged Property in material violation of, or as might be reasonably expected to result in material liability under, of any Environmental Law; , (B) material any non-compliance with any Environmental Laws related in any way to any such Mortgaged Property; , (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.potential ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,

Environmental Covenants. Each Indemnitor covenants and agrees that (a) Borrowers covenant and agree that so long as any Obligations remain outstanding (i) all uses and operations on or of each Propertythe Collateral Properties, whether by any of the Indemnitors a Borrower or any other Person, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (bii) there shall be no Releases of Hazardous Substances Materials in, on, under or from any Property of the Collateral Properties; (iii) there shall be no Hazardous Materials stored or located in, on, or under any of the Collateral Properties, except those that are both (A) in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); , if and to the extent required, and (cB) there shall be no Hazardous Substances in, on or under any Property, except those that are both (i1) in compliance with all amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Environmental Laws and with any necessary permits issued pursuant thereto and Collateral Property as a hotel or (ii2) fully disclosed to Indemnitee and approved by Administrative Agent in writing; (div) Indemnitors Borrowers shall keep each Property the Collateral Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Borrowers or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (ev) Indemnitors Borrowers shall, at their sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 of this Agreementparagraph (b) below, including, including but not limited to, to providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (fvi) Indemnitors Borrowers shall, at their sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any Propertyof the Collateral Properties, pursuant to any reasonable written request of Indemnitee made Administrative Agent, upon Administrative Agent’s reasonable belief that a Collateral Property is not in consideration full compliance with all Environmental Laws or has been the subject of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis Release of soil, water, air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its SubsidiariesHazardous Materials, and share with Indemnitee deliver to Administrative Agent and the Lenders full and complete copies of the reports and other results thereof, and Indemnitee Administrative Agent, the Lenders and the any other Indemnified Parties Indemnitees shall be entitled to rely on such reports and other results thereof; (gvii) Indemnitors Borrowers shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to expense (iA) promptly and reasonably effectuate any required Remediation remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) Materials in, on, under or from any PropertyCollateral Property in strict compliance with all requirements of Environmental Law; and (iiB) comply with any applicable Environmental Law; and/or (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating , in either case whether or not requested to any environmental condition in, on, under, from or migrating toward such Property; provided, that with respect to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors may, at their own expense, contest the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsdo so by Administrative Agent; (hviii) none of the Indemnitors Borrowers shall do or knowingly not allow any tenant or other user of any Property to do any act that is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant, condition, agreement or easement applicable to any Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable Collateral Properties to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any Property at concentrations for which any Legal Requirement applicable to such Property requires removal thereof by remediation professionals, Indemnitors shall promptly remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors shall prepare and implement an Operations and Maintenance Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, violate any Environmental Law; (B) material non-compliance with any Environmental Laws related in any way to any Property; (C) any actual or threatened Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any Property, other environmental conditions in connection with any Property or any actual or threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.and

Environmental Covenants. Each Indemnitor covenants and agrees that that: (a) all uses and operations on or of each either Property, whether by any of the Indemnitors or any other Person, including each Mortgage Borrower, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there shall be no Hazardous Substances in, on or under any either Property, except those that are both (i) in compliance with all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee where required, with permits issued pursuant thereto; (c) there shall be no Hazardous Substances in, on, or under either Property, except those that are both (i) in writingcompliance with all Environmental Laws and (ii) where required, with permits issued pursuant thereto; (d) Indemnitors shall, and shall cause each Mortgage Borrower to, keep each Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any of the Indemnitors Indemnitor or any other Person (the “Environmental Liens”); provided, that after prior notice to Indemnitee, Indemnitors, at their own expense, may contest the amount or validity of any Environmental Liens in accordance with the terms of the Senior Loan Documents; (e) Indemnitors shall, and shall cause Mortgage Borrowers to, at their Indemnitors’ sole cost and expense, fully and in a timely manner expeditiously cooperate in all activities pursuant to Section 2 Paragraph 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons persons available for interviews upon reasonable advance written request and at reasonable times and placesinterviews; (f) Indemnitors shall, and shall cause Mortgage Borrowers to, at their Indemnitors’ sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any the applicable Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event or condition reasonably believed by Indemnitee to have occurred or to exist at any Property (which request shall briefly describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials materials, and other materials and substances whether solid, liquid or gas, such assessment or investigation to be in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect on any Property or on the business or condition (financial or otherwise) of the Class B Member, the Company or any of its Subsidiaries), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitors shall, at their sole cost and expense, comply comply, and shall cause Mortgage Borrowers to comply, with all reasonable written requests of Indemnitee to (i) effectuate any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any either Property; , (ii) comply with any applicable Environmental Law; and/or Law affecting either Property, (iii) comply with any directive from any Governmental Authority having jurisdiction over the applicable Property requiring any action relating related to any environmental condition ineither Property, on, under, from or migrating toward such Property; provided, that and (iv) with respect to clauses (g)(ii) and (iii)each Property, after notice to Indemnitee, Indemnitors may, at their own expense, contest take any other reasonable action necessary or appropriate for protection of human health or the applicability of any Environmental Law in accordance with the terms of the Senior Loan Documentsenvironment; (h) none of the Indemnitors shall do not do, or knowingly allow either Mortgage Borrower or any tenant or other user of any either Property to do do, any act with respect to each Property that is in non-compliance with materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any applicable Environmental LawPerson (whether on or off either Property), impairs or may impair the value of any either Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste waste, or violates any covenant, condition, agreement or easement applicable to any such Property; (i) if following the date hereof, it is determined that any Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”), present in violation of any Environmental Law, Indemnitors agree, at their sole cost and expense and within forty-five (45) days thereafter, to cause to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following the date hereof, it is determined that any Property contains asbestos or asbestos-containing material (“Asbestos”) present in violation of any Environmental Law, the Indemnitors shall, at their sole cost and expense and within forty-five (45) days thereafter, cause the Company to cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 1, on or before thirty (30) days following the preparation of such report, Indemnitors shall, at their sole cost and expense, develop and implement an operations and maintenance plan to manage such condition(s) on the applicable Property, which plan shall be prepared by an expert, and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report, as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof, Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of any either Property at concentrations exceeding ambient air levels or visible Mold on any building materials or surfaces at either Property for which any Legal Requirement applicable to such Property recommends or requires removal thereof by remediation professionals, Indemnitors shall, and shall promptly cause Mortgage Borrowers to, at Indemnitors’ sole cost and expense, within thirty (30) days of determining the same, remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with said Legal Requirement and applicable Environmental Law, following which Requirement. Following abatement of the Toxic Mold, Indemnitors shall, or shall cause Mortgage Borrowers to, prepare and implement an Operations operations and Maintenance Plan maintenance plan for Toxic Mold and Moisture moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National Multi Housing Council; and (mj) Indemnitors shall, and shall promptly cause Mortgage Borrowers to, immediately notify Indemnitee in writing of (A) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Property in material violation of, or as might be reasonably expected to result in material liability under, any Environmental Laweither Property; (B) material any non-compliance with any Environmental Laws related in any way to any either Property; (C) any actual or threatened potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to any either Property; and/or (E) any written or oral notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, any a Governmental Authority) relating in any way to a material or unlawful Release, or threatened Release, of Hazardous Substances or Remediation thereof, possible liability of any Person Person, including each Mortgage Borrower, pursuant to any Environmental Law concerning any PropertyLaw, other environmental conditions in connection with any Property either Property, or any actual or threatened potential administrative or judicial proceedings in connection with any environmental matters anything referred to in this Agreement. These covenants shall, however, be without prejudice to Borrowers’ or Indemnitors’ rights and remedies against responsible parties and any applicable defenses to liability.