Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each UnderwriterHolder, its affiliateseach member, and its and limited or general partner thereof, each member, limited or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, selling agentsadvisors, partners and members agents and each person, if any, Person who controls any Underwriter (within the meaning of Section 15 of the 1933 Securities Act or Section 20 the Exchange Act) such Persons and each of the 1934 Act as follows: (i) their respective Representatives from and against any and all losslosses, liabilitypenalties, claimjudgments, damage suits, costs, claims, damages, liabilities and expense whatsoeverexpenses, as incurredjoint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereto)thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Partnership or any of its subsidiaries including, or without limitation, reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement (in the case of a material fact included in any Prospectus or preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, misleading or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoeveractions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto; provided, as incurred that the Partnership shall not be liable to any particular indemnified party (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, A) to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising Loss arises out of any or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such indemnified party expressly for use in the Registration Statement preparation thereof or (B) to the extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Partnership may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any amendment thereto)indemnified party and shall survive the transfer of such securities by such Holder. The Partnership shall also indemnify underwriters, or selling brokers, dealer managers and similar securities industry professionals participating in any preliminary prospectusthe distribution, any Issuer Free Writing Prospectus, their officers and directors and each Person who controls such Persons (within the General Disclosure Package or the Prospectus (or in any amendment or supplement to any meaning of the foregoing), it being understood Securities Act and agreed that the only such information furnished by Exchange Act) to the Underwriters same extent as aforesaid consists provided above with respect to the indemnification of the information described as such in Section 6(b) hereofindemnified parties.

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Underwriter, its affiliates, and its affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such seller within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), free writing prospectus or any “issuer information” (as defined filed or required to be filed pursuant to Rule 433(d) under the Securities Act in Rule 433)respect of the Registrable Securities, or amendment or supplement thereto, or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by with respect to such seller or any Underwriter through the Representatives expressly underwriter specifically for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofpreparation thereof.

Indemnification by the Partnership. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership agrees to will indemnify and hold harmless each UnderwriterSelling Holder thereunder, its affiliatesdirectors, and its and their officers, directors, employees, selling agents, partners employees and members agents and each personPerson, if any, who controls any Underwriter such Selling Holder within the meaning of Section 15 of the 1933 Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or Section 20 of the 1934 Act otherwise, insofar as follows: such Losses (ior actions or proceedings, whether commenced or threatened, in respect thereof) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in the Registration Statement (Statement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereto)or supplement thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement (in the case of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinprospectus supplement, in the light of the circumstances under which they were made, ) not misleading; (ii) against , and will reimburse each such Selling Holder Indemnified Person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid legal or other expenses reasonably incurred by them in settlement of any litigation, connection with investigating or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon defending any such untrue statement Loss or omissionactions or proceedings; provided, or however, that the Partnership will not be liable in any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any case if and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising Loss arises out of any or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectuspreliminary prospectus supplement, the General Disclosure Package free writing prospectus, or the Prospectus (final prospectus or in prospectus supplement contained therein, or any amendment or supplement to thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the foregoing), it being understood and agreed that the only transfer of such information furnished securities by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofSelling Holder.

Indemnification by the Partnership. The Partnership agrees that in the event of any registration of any Registrable Securities pursuant to indemnify this Agreement, the Partnership shall indemnify, defend and hold harmless (a) each Underwriterholder of Registrable Securities, its affiliates(b) the Affiliates of such holder and the respective directors, and its and their members, stockholders, officers, directorspartners, employees, selling agentsadvisors, partners representatives, agents of such holder and members its Affiliates, (c) each Person who participates as an underwriter or Qualified Independent Underwriter in the offering or sale of such securities and (d) each person, if any, who controls any Underwriter (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (iExchange Act) any of the foregoing against any and all losslosses, liabilitypenalties, claimfines, damage liens, judgments, claims, damages or liabilities (or actions or proceedings in respect thereof) and expense whatsoeverexpenses (including reasonable fees of counsel and any amounts paid in settlement effected with the Partnership’s consent, as incurredwhich consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages), jointly or severally, directly or indirectly, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement (Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto), or any documents incorporated by reference therein, or any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any related offering, (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of (iii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement information conveyed to any purchaser at the time of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectussale to such purchaser, or the omission or alleged omission therefrom to state therein a material fact required to be stated therein; and the Partnership will reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding as such expenses are incurred, except insofar as any such loss, penalty, fine, lien, judgment, claim, damage, liability, action, proceeding or expense arises out of or is based upon an untrue statement of a material fact necessary or omission of a material fact made in order to make the statements thereinsuch registration statement, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement preliminary prospectus, final prospectus, summary prospectus, amendment or omissionsupplement, document incorporated by reference therein or “free writing prospectus” utilized in connection with any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made related offering in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such holder expressly for use in the Registration Statement (or preparation thereof in accordance with the second sentence of Section 7.2. Such indemnity shall remain in full force and effect, regardless of any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, investigation made by such indemnified party and shall survive the General Disclosure Package or the Prospectus (or in any amendment or supplement to any transfer of the foregoing), it being understood and agreed that the only such information furnished Registrable Securities by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofseller.

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Underwriter, its affiliates, and its affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such seller within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), free writing prospectus or any “issuer information” (as defined filed or required to be filed pursuant to Rule 433(d) under the Securities Act in Rule 433)respect of the Registrable Securities, or amendment or supplement thereto, or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly a Registering Covered Person specifically for use in the Registration Statement (or any amendment thereto)preparation thereof. KKR Holdings may enforce the provisions of this Section 2.6 for, on behalf of or in the name of any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofIndemnified Party.

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, each UnderwriterRegistering Covered Person, its affiliates, and its each affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such seller within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusprospectus in respect of the Registrable Securities, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)thereto, or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or suit, action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly a Registering Covered Person specifically for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofpreparation thereof.

Indemnification by the Partnership. The Partnership agrees agrees, notwithstanding termination of this Agreement, to indemnify and hold harmless to the fullest extent permitted by law, each UnderwriterHolder, its affiliateseach of their directors, and its and their officers, directors, employees, selling agentsadvisors, agents and general or limited partners (and members the directors, officers, employees, advisors and agents thereof), their respective Affiliates and each person, if any, Person who controls any Underwriter (within the meaning of Section 15 the Securities Act or the Exchange Act) any of such Persons, and each underwriter and each Person who controls (within the meaning of the 1933 Securities Act or Section 20 of the 1934 Act as follows: Exchange Act) any underwriter (icollectively, “Holder Indemnified Parties”) from and against any and all losslosses, liabilityclaims, claimdamages, damage expenses (including, without limitation, reasonable costs of investigation and expense whatsoeverfees, disbursements and other charges of counsel, any amounts paid in settlement effected with the Partnership’s consent, which consent shall not be unreasonably withheld or delayed and any costs incurred in enforcing the Partnership’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as incurredsuch Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue statement untrue, or alleged untrue untrue, statement of a material fact contained in the any Registration Statement Statement, prospectus or preliminary prospectus (as amended or supplemented) or any amendment thereto), document incorporated by reference in any of the foregoing or the resulting from or arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement (in the case of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading; misleading or (ii) against any violation by the Partnership of the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise incident to any registration, qualification or compliance and all in any such case, the Partnership will promptly reimburse each such Holder Indemnified Party for any legal expenses and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, action or any investigation or proceeding by any governmental agency or body(collectively, commenced or threateneda “Claim”); provided, or of any claim whatsoever based upon however, that the Partnership will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any case if and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising Loss arises out of any or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly such Holder Indemnified Party in writing specifically for use in the any Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, prospectus, free writing prospectus or prospectus supplement, as applicable. Such indemnity obligation shall remain in full force and effect regardless of any Issuer Free Writing Prospectus, the General Disclosure Package investigation made by or the Prospectus (or in any amendment or supplement to any on behalf of the foregoing), it being understood Holder Indemnified Parties and agreed that shall survive the only transfer of Registrable Securities by such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofHolder Indemnified Parties.

Indemnification by the Partnership. The Partnership agrees CONE Parties agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliatesaffiliates of any Underwriter who have, and its or are alleged to have participated in the distribution of Securities, as underwriters, and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to will indemnify and hold harmless each Underwriterof the holders of Registrable Securities included in an Exchange Registration Statement, its affiliates, and its and their officers, directors, employees, selling agents, partners and members each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each personperson who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, if anyclaims, who controls any Underwriter within damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act otherwise, insofar as follows: such losses, claims, damages or liabilities (ior actions in respect thereof) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Exchange Registration Statement (or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or arising other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Partnership shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue registration statement or omissionamendment or supplement thereto, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such person expressly for use in therein; and, provided further, that the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement Partnership shall not be liable to any such person, to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission if either (A)(i) such person was required by law to send or deliver, and failed to send or deliver, a copy of the foregoing)prospectus with or prior to delivery of written confirmation of the sale by such person to the person asserting the claims from which such losses, it being understood claims, damages or liabilities arise and agreed that (ii) the only prospectus previously delivered by the Partnership to such information person would have corrected such untrue statement or alleged untrue statement or omission or alleged omission, (B)(i) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment to the prospectus and (ii) having been previously furnished by the Underwriters as aforesaid consists or on behalf of the information described Partnership with copies of the prospectus as so amended or supplemented, such in Section 6(b) hereof.person failed to send or deliver a copy of such amendment to the prospectus with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise or

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Underwriter, its affiliates, and its affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such Registering Covered Person within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), free writing prospectus or any “issuer information” (as defined filed or required to be filed pursuant to Rule 433(d) under the Securities Act in Rule 433)respect of the Registrable Securities, or amendment or supplement thereto, or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Registering Covered Person or other Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information regarding a Registering Covered Person furnished to the Partnership by such Registering Covered Person or other Indemnified Party with respect to such seller or any Underwriter through the Representatives expressly underwriter specifically for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofpreparation thereof.

Indemnification by the Partnership. The Partnership agrees that in the event of any registration of any Registrable Securities pursuant to indemnify this Agreement, the Partnership shall indemnify, defend and hold harmless (a) each Underwriterholder of Registrable Securities, its affiliates(b) the Affiliates of such holder and the respective directors, and its and their members, stockholders, officers, directorspartners, employees, selling agentsadvisors, partners representatives, agents of such holder and members its Affiliates, (c) each Person who participates as an underwriter or Qualified Independent Underwriter in the offering or sale of such securities and (d) each person, if any, who controls any Underwriter (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (iExchange Act) any of the foregoing against any and all losslosses, liabilitypenalties, claimfines, damage liens, judgments, claims, damages or liabilities (or actions or proceedings in respect thereof) and expense whatsoeverexpenses (including reasonable fees of counsel and any amounts paid in settlement effected with the Partnership’s consent, as incurredwhich consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages), jointly or severally, directly or indirectly, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement (Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto), or any documents incorporated by reference therein, or any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any related offering, (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of (iii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement information conveyed to any purchaser at the time of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectussale to such purchaser, or the omission or alleged omission therefrom to state therein a material fact required to be stated therein; and the Partnership will reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding as such expenses are incurred, except insofar as any such loss, penalty, fine, lien, judgment, claim, damage, liability, action, proceeding or expense arises out of or is based upon an untrue statement of a material fact necessary or omission of a material fact made in order to make the statements thereinsuch registration statement, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement preliminary prospectus, final prospectus, summary prospectus, amendment or omissionsupplement, document incorporated by reference therein or “free writing prospectus” utilized in connection with any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made related offering in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such holder expressly for use in the Registration Statement (or preparation thereof in accordance with the second sentence of Section 8.2. Such indemnity shall remain in full force and effect, regardless of any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, investigation made by such indemnified party and shall survive the General Disclosure Package or the Prospectus (or in any amendment or supplement to any transfer of the foregoing), it being understood and agreed that the only such information furnished Registrable Securities by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofseller.

Indemnification by the Partnership. The Partnership agrees QEP Entities agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliatesaffiliates of any Underwriter who have, and its or are alleged to have participated in the distribution of Securities, as underwriters, and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless each Underwriteragainst, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all lossactions, liabilitysuits, claimproceedings (including any investigations, damage litigation or inquiries), demands, and expense whatsoevercauses of action, as incurredand, arising out in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any untrue statement kind or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim nature whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counselcounsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), reasonably incurred in investigatingwhether or not involving a Third-Party Claim, preparing for or defending against any litigationas a result of, arising out of, or in any investigation way related to (a) the failure of any of the representations or proceeding warranties made by the Partnership contained herein to be true and correct as of the date made or (b) the breach of any governmental agency covenants of the Partnership contained herein, in any other Transaction Document or bodyin any other certificate, commenced instrument or threateneddocument contemplated to be delivered hereby, or any provided that, in the case of the immediately preceding clause (a), such claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, for indemnification is made prior to the extent that any expiration of the survival period of such expense is not paid under (i) representation or (ii) above, warranty; provided, however, that this indemnity agreement for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made; provided, further, that the Partnership shall not apply be required to indemnify Purchaser Related Parties for the first $50,000 in the aggregate of such costs, losses, liabilities, damages, or expenses incurred by the Purchaser Related Parties. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any loss, liability, claim, damage or expense Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use that such damages are direct damages in the Registration Statement (form of diminution in value or are payable to a third party in connection with any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofThird-Party Claims.

Indemnification by the Partnership. The Partnership agrees to will indemnify and hold harmless each Underwriterof the holders of Registrable Securities included in an Exchange Registration Statement, its affiliates, and its and their officers, directors, employees, selling agents, partners and members each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each personperson who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, if anyclaims, who controls any Underwriter within damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act otherwise, insofar as follows: such losses, claims, damages or liabilities (ior actions in respect thereof) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Exchange Registration Statement (or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or arising other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the Partnership shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationsuch registration statement, or any investigation preliminary, final or proceeding by any governmental agency or body, commenced or threatenedsummary prospectus, or of any claim whatsoever based upon any such untrue statement amendment or omissionsupplement thereto, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such person expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereoftherein.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (iA) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiB) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iiiC) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (iA) or (iiB) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Citigroup expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each UnderwriterVirtu, its affiliatespartners, and its and their officersmembers, directors, employeesofficers, selling agents, partners employees and members agents and each person, if any, who controls any Underwriter Virtu within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) . against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of the Partnership, which consent shall not unreasonably be delayed or withheld; and (iii) . against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Virtu expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to that from and after the Closing it will indemnify and hold harmless each UnderwriterInvestor, its affiliatesthe partners, members, officers and its and their officers, directors, employees, selling agents, partners and members directors of each Investor and each person, if any, who controls any Underwriter such Investor within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages or liabilities to which they may become subject (under the Securities Act or otherwise) insofar as such losses, damage and expense whatsoeverclaims, as incurreddamages or liabilities (or actions or proceedings in respect thereof) arise out of, arising out or are based upon, any breach of this Agreement by the Partnership, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereto)thereof or any related Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, the Resale Registration Statement or any subsequent registration statement, preliminary prospectus, or prospectus filed pursuant to the Resale Registration Statement, or any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against misleading or arise out of any failure by the Partnership to fulfill any undertaking included in the Registration Statement, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus or in any supplement thereto or amendment thereof, or the Resale Registration Statement, and all loss, liability, claim, damage and expense whatsoeverthe Partnership will, as incurred, to the extent of the aggregate amount paid in settlement of reimburse such Investor, partner, member, officer, director or controlling person for any litigation, reasonable legal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), other expenses reasonably incurred in investigating, defending or preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon to defend any such untrue statement action, proceeding or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, claim; provided, however, that this indemnity agreement the Partnership shall not apply be liable in any such case to any the extent that such loss, liability, claim, damage or expense to the extent arising liability (collectively, “Damage”) arises out of any of, or is based upon, an untrue statement or omission or alleged untrue statement or omission made in such Registration Statement, Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, or any Resale Registration Statement, in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly or on behalf of such Investor, partner, member, officer, director or controlling person specifically for use in preparation of the Registration Statement Statement, Preliminary Prospectus or the Prospectus or any Resale Registration Statement, or any breach of this Agreement by such Investor; and provided further, however, that the Partnership shall not be liable to any Investor of Registrable Securities (or any amendment thereto)partner, member, officer, director or controlling person of such Investor) to the extent that any such Damage is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectusprospectus if either (i) (A) such Investor failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale by such Investor to the person asserting the claim from which such Damage resulted and (B) the final prospectus corrected such untrue statement or omission prior to the delivery of written confirmation of the sale by such Investor to the person asserting such claim, any Issuer Free Writing Prospectus, the General Disclosure Package (ii) (X) such untrue statement or the Prospectus (or omission is corrected in any an amendment or supplement to any the prospectus and (Y) having previously been furnished by or on behalf of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists Partnership with copies of the information described prospectus as so amended or supplemented, such Investor thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities to the person asserting the claim from which such Damage resulted or (iii) such Investor sold Registrable Securities in Section 6(b) hereofviolation of such Investor’s covenants contained in Exhibit C of this Agreement.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each UnderwriterFBR, its affiliatespartners, and its and their officersmembers, directors, employeesofficers, selling agents, partners employees and members agents and each person, if any, who controls any Underwriter FBR within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) . against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of the Partnership, which consent shall not unreasonably be delayed or withheld; and (iii) . against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives FBR expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees Parties, jointly and severally, agree to indemnify and hold harmless each UnderwriterMLV, its affiliatespartners, and its and their officersmembers, directors, employeesofficers, selling agents, partners employees and members agents and each person, if any, who controls any Underwriter MLV within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) . against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of the Partnership, which consent shall not unreasonably be delayed or withheld; and (iii) . against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Partnership Parties by any Underwriter through the Representatives MLV expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees shall, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Underwriterholder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, its the affiliates, and its and their officers, directors, employeespartners, selling agentsmembers, partners managers, stockholders, accountants, attorneys, agents and members and employees of each personof them, if any, each Person who controls any Underwriter each such holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person (i) collectively, the “Unitholder Indemnified Persons”), from and against any and all losslosses, liabilityclaims, claimdamages, damage liabilities, costs (including, without limitation, costs of preparation and expense whatsoeverreasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in any Prospectus, offering circular or other document (including, without limitation, any related Registration Statement, “issuer free writing prospectus” (as defined in Rule 433 under the Registration Statement Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, (ii) any omission (or any amendment thereto), or the omission or alleged omission therefrom of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, or arising out of with respect to any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , or (iiiii) against any violation by the Partnership of the Securities Act or state securities or Blue Sky laws or, in each case, any rule or regulation thereunder applicable to the Partnership and all relating to action or inaction required of the Partnership in connection with any such registration, qualification, or compliance, and will reimburse each such Unitholder Indemnified Person for any legal and other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, claimor action, damage and expense whatsoeverprovided, as incurredhowever, to that the extent of the aggregate amount paid Partnership will not be liable in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) aboveclaim, providedloss, however, that this indemnity agreement shall not apply to any lossdamage, liability, claim, damage or expense to the extent arising arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly such holder or underwriter specifically for use in connection with the preparation of such Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package offering circular or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and other document. It is agreed that the only indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such information furnished by loss, claim, damage, liability or action if such settlement is effected without the Underwriters as aforesaid consists consent of the information described Partnership (which consent shall not be unreasonably withheld). The Partnership also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as such that provided to the Unitholder Indemnified Persons in this Section 6(b) hereof7(a).

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Underwriter, its affiliates, and its affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such seller within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusprospectus in respect of the Registrable Securities, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)thereto, or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly a Registering Covered Person specifically for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofpreparation thereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each UnderwriterBRFBR, its affiliatespartners, and its and their officersmembers, directors, employeesofficers, selling agents, partners employees and members agents and each person, if any, who controls any Underwriter BRFBR within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) . against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of the Partnership, which consent shall not unreasonably be delayed or withheld; and (iii) . against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives BRFBR expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to will indemnify and hold harmless each Underwriterof the holders of Registrable Securities included in an Exchange Registration Statement, its affiliates, and its and their officers, directors, employees, selling agents, partners and members each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each personperson who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, if anyclaims, who controls any Underwriter within damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act otherwise, insofar as follows: such losses, claims, damages or liabilities (ior actions in respect thereof) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Exchange Registration Statement (or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or arising other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Partnership shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue registration statement or omissionamendment or supplement thereto, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives such person expressly for use therein; and, provided further, that the Partnership shall not be liable to any such person, to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission if either (A)(i) such person was required by law to send or deliver, and failed to send or deliver, a copy of the prospectus with or prior to delivery of written confirmation of the sale by such person to the person asserting the claims from which such losses, claims, damages or liabilities arise and (ii) the prospectus previously delivered by the Partnership to such person would have corrected such untrue statement or alleged untrue statement or omission or alleged omission, (B)(i) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment to the prospectus and (ii) having been previously furnished by or on behalf of the Partnership with copies of the prospectus as so amended or supplemented, such person failed to send or deliver a copy of such amendment to the prospectus with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise or (C)(i) such person disposed of Registrable Securities to the person asserting the claim from which such losses, claims, damages or liabilities arise pursuant to an Exchange Registration Statement (or any amendment thereto)Shelf Registration Statement and sent or delivered, or was required by law to send or deliver, a prospectus to such person in any preliminary prospectusconnection with such disposition, any Issuer Free Writing Prospectus, (ii) such person received a suspension notice as provided in Sections 3(b)(iii)(C) through (E) and 3(c)(viii)(C) through (E) hereof in writing at least one Business Day prior to the General Disclosure Package date of such disposition and (iii) such untrue statement or alleged untrue statement or omission or alleged omission was the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only reason for such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofsuspension notice.

Indemnification by the Partnership. The Partnership agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each UnderwriterHolder, its affiliates, and its and their the officers, directors, employeesmembers, selling partners, agents, partners brokers (including brokers who offer and members sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Partnership Interests), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each personof them, if any, each Person who controls any Underwriter such Holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: Exchange Act) and the officers, directors, members, equityholders, partners, agents and employees (iand any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losslosses, liabilityclaims, claimdamages, damage liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expense whatsoeverexpenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement (Statement, any Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arising out of or relating to any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto, in the light of the circumstances under which they were made, ) not misleading; misleading or (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to violation or alleged violation by the extent Partnership of the aggregate amount paid in settlement of Securities Act, the Exchange Act or any litigationstate securities law, or any investigation rule or proceeding by any governmental agency or bodyregulation thereunder, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected in connection with the written consent performance of the Partnership; and (iii) against any and all expense whatsoeverits obligations under this Agreement, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, except to the extent extent, but only to the extent, that any such expense is not paid under in the case of (1) above, (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Partnership by such Holder expressly for use therein, or (ii) abovein the case of an occurrence of an event of the type specified in Section 3(c)(iii) through (vi), provided, however, the use by such Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that this indemnity agreement shall not apply to any loss, liability, claim, damage the Prospectus is outdated or expense defective and prior to the extent arising out receipt by such Holder of the Advice contemplated in Section 6(c). The Partnership shall notify the Holders promptly of the institution, threat or assertion of any untrue statement Proceeding arising from or omission or alleged untrue statement or omission made in reliance upon and in conformity connection with written information furnished to the transactions contemplated by this Agreement of which the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofhas knowledge.

Indemnification by the Partnership. The Partnership agrees Parties agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliatesaffiliates of any Underwriter who have, and its or are alleged to have participated in the distribution of Securities, as underwriters, and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Blue Sky Application, the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Partnership; and (iii3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i1) or (ii2) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Pricing Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b7(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each UnderwriterMLV, its affiliatespartners, and its and their officersmembers, directors, employeesofficers, selling agents, partners employees and members agents and each person, if any, who controls any Underwriter MLV within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) . against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of the Partnership, which consent shall not unreasonably be delayed or withheld; and (iii) . against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives MLV expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any related Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to shall indemnify and hold the MTVN Indemnified Parties and the Tune Indemnified Parties harmless each Underwriter, its affiliatesfrom and against, and its agree promptly to defend any such Indemnified Party from and their officersreimburse any such Indemnified Party for, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all lossLosses which any such Indemnified Party may suffer or incur, liabilityor become subject to (including, claimwith respect to TCI Music, damage and expense whatsoeverany Losses suffered or incurred by any affiliated entity under the Irrevocable Standby Letter of Credit dated January 13, as incurred1999 in the amount of $459,000 issued by Bank of America NT & SA for the benefit of TM Park Avenue Associates), arising out of or resulting from, without duplication, (a) any untrue statement failure by the Partnership to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or alleged untrue statement obligations under this Agreement and the Contribution Agreements to which it is a party, (b) the VLLC Liabilities and the Imagine Liabilities, (c) the Box LLC Liabilities and the SonicNet LLC Liabilities, (d) any liabilities which arise out of a material fact contained in the Registration Statement breach or violation of any non-assignment or change of control provision insofar as such breach or violation resulted from or arose out of (or any amendment thereto), or the omission or alleged omission therefrom including as a result of a material fact required to be stated therein or necessary to make claim of anticipatory breach of contract) the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any consummation of the foregoing)transactions contemplated hereby, including any failure to obtain any consent or any “issuer information” waiver, and (as defined in Rule 433), or any “road show” e) all other liabilities assumed by the Partnership (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, but only to the extent of the aggregate amount paid in settlement of so assumed) under any litigationContribution Agreements or under any other Contract entered into by or assigned or contributed to, or any investigation to be assigned or proceeding by any governmental agency or bodycontributed to, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionthe Partnership in connection herewith; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement the Partnership shall not apply be obligated to indemnify 52 46 any indemnified party with respect to any lossobligations that relate to pre-Closing periods (other than those relating to certain accounts payable, liabilityaccrued expenses, claim, damage prepayments and similar working capital items identified on the balance sheets attached to Schedule 4.12 or expense 6.17 hereto or of the same types as such items reflected on the balance sheet which were incurred since the date thereof in the ordinary course of business and consistent with past practice and are not in excess of historical amounts for comparable periods) or arise out of a breach or violation prior to the extent arising out Closing of any untrue statement provision (other than a non-assignment or omission change in control provision insofar as it relates to the consummation of the transactions contemplated hereby, for which the Partnership shall provide indemnity under clause (d) above) of any Contract assigned or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished contributed to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofconnection herewith.

Indemnification by the Partnership. The From and after the Closing, the Partnership agrees to indemnify will indemnify, defend and hold harmless each Underwriter, TCI and its affiliates, partners and its and their respective Affiliates and the partners, members, shareholders, officers, directors, employees, selling agents, partners successors and members assigns and each personany Person claiming by or through any of them, if anyas the case may be, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, Losses arising out of or resulting from (a) any untrue statement breach of any representation or alleged untrue statement warranty made by the Partnership in this Agreement or any Transaction Document or any covenant of the Partnership in this Agreement or any Transaction Document to be performed prior to or at the Closing; (b) any breach of any post-Closing covenant, agreement or obligation of Century contained in this Agreement or any Transaction Document; (c) any act or omission of Century with respect to, or any event or circumstance related to, the ownership or operation of the Century Assets or the conduct of Century's Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time, without regard to whether a claim with respect to such matter is asserted before or after the Closing Time, including any matter described on SCHEDULE 5.11; (d) any liability or obligation not included in the TCI Assumed Obligations and Liabilities; (e) any Title Defect relating to any Century Owned Property that is not deleted as an exception in, or insured over by, the applicable Century Title Policy; (f) any claim that the transactions contemplated by this Agreement violate WARN or any similar Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claim relating to "continuation coverage" under Code Section 4980B with respect to former employees of Century at and after the Closing Time or that TCI is deemed to be a successor employer of Century under Code Section 4980B; (h) any claim by a third party relating to the presence, generation, removal or transportation of a material fact contained in the Registration Statement (Hazardous Substance on or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to from any of the foregoing)Century Owned Property or Century Leased Property through and including the Closing Time, or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or including the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereincosts, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, response to a third-party claim, damage of removal or clean-up of such Hazardous Substance and expense whatsoever, as incurred, to other compliance with the extent of the aggregate amount paid in settlement provisions of any litigation, Environmental Laws (whether before or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionafter Closing); provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) any rate refund or credit, penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the Century Systems for periods through and including the Closing Time; or (iij) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out failure of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter to perform the Century Assumed Obligations and Liabilities. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through the Representatives expressly for use in the Registration Statement (or any amendment theretoj) of this Section, TCI's rights to pursue its claim under clauses (b) through (j), or in any preliminary prospectusas applicable, any Issuer Free Writing Prospectus, will exist notwithstanding the General Disclosure Package or the Prospectus (or in any amendment or supplement to any expiration of the foregoingSurvival Period applicable to such claim under clause (a), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (iA) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiB) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iiiC) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (iA) or (iiB) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Xxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriterthe Sales Agent, its affiliatesdirectors, officers, employees and agents and its and their officersaffiliates who have, directorsor are alleged to have, employeesparticipated in the sale of Securities hereunder, selling agents, partners and members and each person, if any, who controls any Underwriter the Sales Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d10(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counselcounsel chosen by the Sales Agent), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Sales Agent or an Alternative Agent expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoingthereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agentspartners, partners members and members agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (iA) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiB) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iiiC) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (iA) or (iiB) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Xxxxxx Xxxxxxx expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

Indemnification by the Partnership. The In the event of any registration of any Registrable Securities of the Partnership agrees under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, each UnderwriterRegistering Covered Person, its affiliates, and its each affiliate of such Registering Covered Person and their officers, directors, employees, selling agents, respective directors and officers or general and limited partners and or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any Underwriter such seller within the meaning of Section 15 of the 1933 Securities Act or Section 20 of (collectively, the 1934 Act as follows: (i) “Indemnified Parties”), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arising out of (2) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusprospectus in respect of the Registrable Securities, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)thereto, or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; provided, that the Partnership shall not be liable to any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability (or action or proceeding in respect thereof) or expense to the extent arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in such registration statement, prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly a Registering Covered Person specifically for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofpreparation thereof.

Indemnification by the Partnership. The In the event of any registration of any securities of the Partnership agrees under the Securities Act pursuant to this Agreement, the Partnership will, and hereby does agree to, indemnify and hold harmless each Underwriterthe seller of any Registrable Securities covered by such registration statement, its affiliates, directors and its and their officers, directors, employees, selling agents, partners and members each other Person who participates in the offering or sale of such securities and each personother Person, if any, who controls any Underwriter such seller, within the meaning of Section 15 of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller or any such director or officer or controlling person may become subject, under the Securities Act or Section 20 of the 1934 Act otherwise, insofar as follows: such losses, claims, damages or liabilities (ior actions or proceedings, whether commenced or threatened, in respect thereof) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement (Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which a statement is made, and the Partnership will reimburse such seller and each such director, officer, and controlling person for any legal or arising any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Partnership shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary made in order to make the statements thereinsuch registration statement, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement preliminary prospectus, final prospectus, summary prospectus, amendment or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made supplement in reliance upon and in conformity with written information regarding such seller furnished by such seller (or any representative of such seller) to the Partnership by any Underwriter through the Representatives expressly in writing or electronically specifically stating that it is for use in the Registration Statement (preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any amendment thereto)such director, officer or in any preliminary prospectus, any Issuer Free Writing Prospectus, controlling person and shall survive the General Disclosure Package or the Prospectus (or in any amendment or supplement to any transfer of the foregoing), it being understood and agreed that the only such information furnished securities by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofseller.

Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless each Underwriteragainst, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all lossactions, liabilitysuits, claimproceedings (including any investigations, damage litigation or inquiries), demands, and expense whatsoevercauses of action, as incurredand, arising out in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any untrue statement kind or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim nature whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counselcounsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), reasonably incurred in investigatingwhether or not involving a Third-Party Claim, preparing for or defending against any litigationas a result of, arising out of, or in any investigation way related to (a) the failure of any of the representations or proceeding warranties made by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, the Partnership contained herein to be true and correct in all material respects as of the date made (except to the extent that any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such expense is not paid under (irepresentation or warranty, or applicable portions thereof, must have been true and correct) or (iib) abovethe breach of any covenants of the Partnership contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty; and provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that this indemnity agreement such limitation shall not apply to prevent any loss, liability, claim, damage or expense Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent arising out of that such damages are payable to a third party in connection with any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofThird-Party Claims.

Indemnification by the Partnership. The Partnership agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each UnderwriterHolder, its affiliates, and its and their the officers, directors, employeesmembers, selling partners, agents, partners brokers (including brokers who offer and members sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Partnership Interests), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each personof them, if any, each Person who controls any Underwriter such Holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: Exchange Act) and the officers, directors, members, equityholders, partners, agents and employees (iand any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losslosses, liabilityclaims, claimdamages, damage liabilities, costs (including, without Hou: 3536868.2 limitation, reasonable attorneys’ fees) and expense whatsoeverexpenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement (Statement, any Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arising out of or relating to any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto, in the light of the circumstances under which they were made, ) not misleading; misleading or (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to violation or alleged violation by the extent Partnership of the aggregate amount paid in settlement of Securities Act, the Exchange Act or any litigationstate securities law, or any investigation rule or proceeding by any governmental agency or bodyregulation thereunder, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected in connection with the written consent performance of the Partnership; and (iii) against any and all expense whatsoeverits obligations under this Agreement, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, except to the extent extent, but only to the extent, that any such expense is not paid under in the case of (1) above, (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Partnership by such Holder expressly for use therein, or (ii) abovein the case of an occurrence of an event of the type specified in Section 3(c)(iii) through (vi), provided, however, the use by such Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that this indemnity agreement shall not apply to any loss, liability, claim, damage the Prospectus is outdated or expense defective and prior to the extent arising out receipt by such Holder of the Advice contemplated in Section 6(c). The Partnership shall notify the Holders promptly of the institution, threat or assertion of any untrue statement Proceeding arising from or omission or alleged untrue statement or omission made in reliance upon and in conformity connection with written information furnished to the transactions contemplated by this Agreement of which the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofhas knowledge.

Indemnification by the Partnership. The Partnership agrees to shall ---------------------------------- indemnify and hold the MTVN Indemnified Parties and the Tune Indemnified Parties harmless each Underwriter, its affiliatesfrom and against, and its agree promptly to defend any such Indemnified Party from and their officersreimburse any such Indemnified Party for, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all lossLosses which any such Indemnified Party may suffer or incur, liabilityor become subject to (including, claimwith respect to TCI Music, damage and expense whatsoeverany Losses suffered or incurred by any affiliated entity under the Irrevocable Standby Letter of Credit dated January 13, as incurred1999 in the amount of $459,000 issued by Bank of America NT & SA for the benefit of TM Park Avenue Associates), arising out of or resulting from, without duplication, (a) any untrue statement failure by the Partnership to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or alleged untrue statement obligations under this Agreement and the Contribution Agreements to which it is a party, (b) the VLLC Liabilities and the Imagine Liabilities, (c) the Box LLC Liabilities and the SonicNet LLC Liabilities, (d) any liabilities which arise out of a material fact contained in the Registration Statement breach or violation of any non-assignment or change of control provision insofar as such breach or violation resulted from or arose out of (or any amendment thereto), or the omission or alleged omission therefrom including as a result of a material fact required to be stated therein or necessary to make claim of anticipatory breach of contract) the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any consummation of the foregoing)transactions contemplated hereby, including any failure to obtain any consent or any “issuer information” waiver, and (as defined in Rule 433), or any “road show” e) all other liabilities assumed by the Partnership (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, but only to the extent of the aggregate amount paid in settlement of so assumed) under any litigationContribution Agreements or under any other Contract entered into by or assigned or contributed to, or any investigation to be assigned or proceeding by any governmental agency or bodycontributed to, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionthe Partnership in connection herewith; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement the Partnership shall not apply be -------- ------- obligated to indemnify any indemnified party with respect to any lossobligations that relate to pre-Closing periods (other than those relating to certain accounts payable, liabilityaccrued expenses, claim, damage prepayments and similar working capital items identified on the balance sheets attached to Schedule 4.12 or expense 6.17 hereto or of the same types as such items reflected on the balance sheet which were incurred since the date thereof in the ordinary course of business and consistent with past practice and are not in excess of historical amounts for comparable periods) or arise out of a breach or violation prior to the extent arising out Closing of any untrue statement provision (other than a non-assignment or omission change in control provision insofar as it relates to the consummation of the transactions contemplated hereby, for which the Partnership shall provide indemnity under clause (d) above) of any Contract assigned or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished contributed to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereofconnection herewith.

Indemnification by the Partnership. The Partnership agrees to will indemnify and hold harmless each Underwriter, its affiliatesthe directors, and its and their officers, directors, employees, affiliates and selling agents, partners and members agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint or several, to which any of them may become subject, under the Act or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or arising other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Partnership shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any preliminary prospectusPreliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives Xxxxx Fargo Securities, LLC expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereoftherein.