Subject to the limitations set forth herein, Seller hereby agree, severally and not jointly, to indemnify, defend and hold harmless Buyer and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.

Subject to the limitations set forth herein, Seller hereby agree, severallyjointly and not jointly,severally, to indemnify, defend and hold harmless the Buyer and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”)Parties from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty contained in [Article II] of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.with:

Indemnification by Seller. Subject to the limitations set forth herein,terms and conditions of this Article 8, Seller hereby agree, severally and not jointly, towill indemnify, defend and hold harmless BuyerBuyer, the Partnership, each of their respective Affiliates, and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives,their respective successors and assigns (collectively, the(the “Buyer Indemnified Parties”Indemnitees”) from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which suchAdverse Consequences that any Buyer Indemnified PartyIndemnitee may suffer, sustainsuffer or become subject to, as a result of,incur resulting from, arising out of, relating toto, in the nature of, or in connection with thecaused by # any breach or inaccuracy of any representation or warranty containedmade in Article IISection 2.1 or # any breach of any covenant or agreement of Seller or its Affiliates in this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.Agreement.

Indemnification by Seller. Subject to the limitations set forth herein,preceding sentence, Seller hereby agree, severallycovenants and not jointly,agrees to indemnify, defendindemnify and hold harmless Buyer and its Affiliates, officers, directors, stockholders,members, managers, members, partners, employees, Representatives,agents and representatives and the respective successors and assigns of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and pay on behalfall claims, obligations, liabilities, judgments, damages, losses, taxes, costs, attorneys’ fees and expenses (and all claims with respect to any of or reimburse any suchthe foregoing) (collectively, “Losses”) to which Buyer Indemnified Party in respectParties, or any of the entirety of any Loss which such Buyer Indemnified Partythem, may suffer, sustain or become subject to,to or which they, or any of them, may suffer or incur, directly or indirectly, as a result of, arising out of, relating tofrom or in connection with the breach or inaccuracy of any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.with:

Subject to the limitations set forth herein,Indemnification by Seller. Seller hereby agree, severally and not jointly,agrees to indemnify, defend and hold harmless BuyerBuyer, and its Affiliates,subsidiaries, parents, affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successorsagents and assignsemployees (collectively, the “Buyer Indemnified Parties”), from and against any and pay on behalfall claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or reimburse any suchLosses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Party in respect ofParties referenced above) to the entiretyextent that the same are caused by or arise from any breach or non-performance by Seller of any Loss which suchof its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to orParties from and against any and all defects in title that exist in connection with real property owned by the breach or inaccuracy ofCompany and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.defects.

Subject to the limitations set forth herein, Seller hereby agree, severally and not jointly, toIndemnification by Buyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless Buyereach Seller and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successorsRepresentatives and assignsany assignee or successor thereof (collectively, the “Buyer“Seller Indemnified Parties”) from and againstagainst, and pay on behalfor reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or reimburseresulting directly or indirectly from: # any such Buyer Indemnified Partyinaccuracy in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty made by Buyer or Parent in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or Parent, or, after the Closing, the Company contained in Article IIthis Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.Agreement.

SubjectIndemnification by Buyer. Buyer covenants and agrees to the limitations set forth herein, Seller hereby agree, severally and not jointly, to indemnify, defendindemnify and hold harmless Buyereach of the Seller and its Affiliates,their respective officers, directors, stockholders, managers, members, partners, employees, Representatives,agents and representatives and the respective successors and assigns of the foregoing (collectively, the “Buyer“Seller Indemnified Parties”) from and against any and pay on behalfall Losses to which Seller Indemnified Parties, or any of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Partythem, may suffer, sustain or become subject to,to or which they, or any of them, may suffer or incur, directly or indirectly, as a result of, arising out of, relating tofrom or in connection with the breach or inaccuracy of any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach.with:

SubjectIndemnification of the Seller Indemnified Parties. Buyer agrees to the limitations set forth herein,indemnify Seller hereby agree, severally and not jointly, to indemnify, defendtheir respective Affiliates and hold harmless Buyer and its Affiliates,each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and hold each of them harmless against and pay on behalfany Losses which any of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Partythem may suffer, sustain or become subject to, as athe result of, arising out of, relating to or in connection with # the breach or inaccuracy by Buyer of any representation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or # the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warrantyTransaction Document. The Buyer shall not indemnify the Seller for purposes of determining whether there is a breach andof any guarantees the Losses resulting from, arising out of or relating to such breach.seller may provide in the Modification Agreement.

SubjectIndemnification by the Buyer. The Buyer hereby agrees to the limitations set forth herein, Seller hereby agree, severally and not jointly, to indemnify, defenddefend, indemnify and hold harmless Buyer and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”)Seller harmless from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustainbe sustained or become subject to, as a result of,suffered by the Seller arising out of, relating tobased upon, or in connection with theby reason of a breach or inaccuracy of any representation or warranty containedwarranty, or a failure to perform any agreement or covenant, made by the Buyer in Article II of this Agreement,Agreement or in each case, without giving effect to any limitationexhibit, schedule, certificate or qualification as to “materiality,” “material,” “Material Adverse Effect”financial statement delivered hereunder, or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of, based upon, or by reason of any claim, action or relating toproceeding asserted or instituted growing out of any matter or thing covered by such breach.breached representations, warranties or covenants.

Subject to the limitations set forth herein,. Except as otherwise limited by this Article 9, Seller hereby agree, severally and not jointly, to indemnify, defendshall defend, indemnify and hold harmless BuyerBuyer, its Affiliates and its Affiliates,and their directors, officers, directors, stockholders, managers, members, partners, employees, Representatives,agents, successors and assigns (collectively, the “Buyer Indemnified Parties”“Buyer Indemnitees”) harmless from any and against and pay on behalfall Losses actually suffered or incurred by any of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from,them, arising out of or relating to such breach.resulting from: