Indemnification by the Sellers. The Sellers shall indemnify and hold harmless the Buyer from and against any and all losses, Liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, loss of Tax benefits, reasonable costs, reasonable fees, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and reasonable disbursements (collectively, “Losses”) based upon, arising out of or otherwise in respect of: # any inaccuracies in or any breach of any representation or warranty of the Sellers contained in this Agreement (including those set out in any schedule or exhibit attached hereto); # any breach of any covenant or agreement of the Sellers or the Seller Representative contained in this Agreement (including those set out in any schedule or exhibit attached hereto); # any Indebtedness of the Acquired Companies, Selling Expenses or Employee Payments not fully paid on the Closing Date or not included in the computation of the Purchase Price; # all Taxes (or the nonpayment thereof) of the Acquired Companies for any Pre-Closing Tax Period; and # those matters set forth on [Schedule 11.1(a)(v)]. The Sellers’ liability with respect to the Losses of the Buyer shall be as follows: # to the extent such Losses are related solely to either a breach by one or more Sellers of a representation and warranty in Article 4 or a covenant made by such Seller, each Seller’s liability shall be several but not joint with respect to the portion of the Losses caused by such Seller’s breach and # for all other matters for which a Buyer may seek indemnification under this Article 11, the Sellers’ liability shall be of a several but not joint nature based on such Sellers’ Participation Percentage.

Indemnification by the Sellers. Subject to the limitations set forth in this Article 9, the Sellers shall indemnify and hold harmless the Buyer from and against any and all losses, liabilities, claims, damages, interest, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, “Losses”) based upon, arising out of or otherwise in respect of: # any inaccuracies in or any breach of any of the Sellers R&Ws; # any breach of any covenant or agreement of the Sellers contained in this Agreement (including any schedule attached hereto); # any Indebtedness of any Group Company, any Selling Expenses or Employee Payments (but excluding the Employee Payments identified in [Schedule 9.3(a)(v)]) not fully paid on the Closing Date; # any Taxes of any Group Company for any Pre-Closing Tax Period, or any Taxes of any Person imposed on any Group Company which relate to an event or transaction occurring on or before the Closing Date; and # those items set forth on [Schedule 9.3(a)(v)] hereto.

Sellers. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.

Limitations on Indemnification by Sellers. Notwithstanding anything contained in Section 8.2, the indemnification obligations and rights of Sellers are subject to the following limitations, including under Section 8.5:

Limitations on Indemnification by Sellers. The indemnification under [Section 9.1(a)(i)] above shall be subject to the following limitations:

Not later than the Earn-Out Statement Delivery Deadline, Buyer shall prepare and deliver to Sellers’ Representative a statement (the “Earn-Out Statement”) setting forth Buyer’s calculation of the Adjusted EBITDA. Unless Sellers’ Representative disputes in good faith Buyer’s calculation of the Adjusted EBITDA in accordance with the provisions of [Section 2.4(b)(ii)], Buyer’s determination thereof shall be conclusive and binding upon the Parties. Buyer shall make available to Sellers’ Representative all books and records maintained by Buyer as Sellers’ Representative may reasonably require in order to review and confirm Buyer’s calculation of the Adjusted EBITDA as set forth in the Earn-Out Statement.

Buyer’s Remedies. Subject to Section 8.5(c), prior to Closing, Buyer’s sole and exclusive remedy for any breach by Sellers of this Agreement is # to seek specific performance of Sellers’ obligations under this Agreement in accordance with Section 11.17 or # to terminate this Agreement in accordance with Section 8.4 and Buyer will be entitled to recover its actual damages against Sellers. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(b) shall be Buyer’s sole and exclusive remedies for Sellers’ default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.

Buyer’s Remedies. Subject to Section 8.5(c), prior to Closing, Buyer’s sole and exclusive remedy for any breach by Sellers of this Agreement is # to seek specific performance of Sellers’ obligations under this Agreement in accordance with Section 11.16 or # to terminate this Agreement in accordance with Section 8.4 and Buyer will be entitled to recover its actual damages against Sellers. Subject to Section 8.5(c), prior to Closing, the remedies set forth in this Section 8.5(b) shall be Buyer’s sole and exclusive remedies for Sellers’ default or Buyer’s termination of this Agreement, and Buyer hereby expressly waives and releases all other remedies.

Seller’s Property Managers: As set forth on Exhibit A attached hereto.

From and after the Closing Date, subject to the provisions of [Section 11.3] below, the Sellers shall indemnify and hold harmless each of the Buyer, its Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: # the failure of any representations or warranties made by the Sellers in this Agreement or any Deed to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X or about which Buyer was aware as of the Closing Date and elected to close notwithstanding such breach or inaccuracy; # any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or any Deed other than any breach, default or failure to perform about which Buyer was aware as of the Closing Date and elected to close notwithstanding such breach, default or failure to perform; and # any Retained Liabilities.