Common use of Indemnification of the Partnership Parties Clause in Contracts

Indemnification of the Partnership Parties. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, and their respective directors, officers, employees, and each person, if any, who controls such party within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”: the list of Underwriters and their respective participation in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances), the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids).

Indemnification of the Partnership Parties. Each Underwriter will Underwriter, severally and not jointly jointly, shall indemnify and hold harmless each of the Partnership Parties, and their respective directorsdirectors (including any person who, officerswith his or her consent, is named in the Registration Statement as about to become a director of the General Partner), officers and employees, and each person, if any, who controls such party a Partnership Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which the Partnership or any such Underwriter Indemnified Party director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any timePreliminary Prospectus, the Final Registration Statement, the Prospectus, or any Issuer Free Writing ProspectusProspectus or in any amendment or supplement thereto or in any Marketing Materials or Blue Sky Application, or arise out of or are based upon (ii) the omission or the alleged omission of a to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials or Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Partnership by such Underwriter through the Representatives by or on behalf of that Underwriter specifically for use inclusion therein, and will reimburse which information is limited to the information set forth in Section 8(e). The foregoing indemnity agreement is in addition to any legal or other expenses reasonably incurred by such liability that any Underwriter Indemnified may otherwise have to any Partnership Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement director, officer, employee or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”: the list of Underwriters and their respective participation in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances), the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)controlling person.

Indemnification of the Partnership Parties. Each The Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of its directors and their respective directors, officers, employees, each of its officers who signs the Registration Statement and each person, if any, who controls such party the Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by such the Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed by the Partnership Parties that the only such information furnished by any the Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”Prospectus: the list information set forth on the cover page of Underwriters the Statutory Prospectus regarding delivery of the Securities, the name of the Underwriter and their respective participation the fact that it is participating in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances)Securities as the underwriter, the third sentence of fourth, tenth, twelfth and thirteenth paragraphs under the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)caption “Underwriting”.

Indemnification of the Partnership Parties. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Partnership Parties, and their respective directors, officerspartners, employees, agents, members, directors and officers and each person, if any, who controls such party a Partnership Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Underwriter Indemnified Party”)and the successors and assigns of all of the foregoing persons, against to the same extent as the indemnity set forth in Section 7(a) above, but only with respect to any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was of a material fact made in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such Underwriter through the Representatives specifically expressly for use thereinin the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership), and will reimburse the Prospectus (or any legal amendment or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party supplement thereto), whether threatened any Issuer Free Writing Prospectus, any road show or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredthe Time of Sale Information (including the Time of Sale Information if subsequently amended), it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under Underwriter: (i) the heading “Underwriting”: the list of Underwriters and their respective participation statement in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances), the third second sentence of the seventh third paragraph under the section titled “Underwriting,” (relating ii) the statements in the fourth and sixth paragraphs under the section titled “Underwriting” insofar as such statements relate to sales the amount of any selling concession or reallowance or to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)stabilization activities that may be undertaken by the Underwriters and (iii) the information furnished on behalf of the Underwriters under the caption “Underwriting—Relationships.”

Indemnification of the Partnership Parties. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of its directors and their respective directors, officers, employees, each of its officers who signs a Registration Statement and each person, if any, who controls such party the Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership Issuers by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”: (i) the list of Underwriters and their respective participation in the sale of Common UnitsNotes, paragraph 4 (relating to ii) the selling concession and reallowances)reallowance figures in paragraph [four]; (iii) paragraph [eight] and (iv) the paragraphs related to stabilization, the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions [short positions] and penalty bids).

Indemnification of the Partnership Parties. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of its directors and their respective directors, officers, employees, each of its officers who signs the Registration Statement and each person, if any, who controls such party the Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by such any Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed by the Partnership Parties that the only such information furnished by any Underwriter the Underwriters consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”Prospectus: the list information set forth on the cover page of the Statutory Prospectus regarding delivery of the Securities, the names of the Underwriters and their respective participation the fact that they are participating in the sale of Common Unitsthe Securities as the underwriters, paragraph 4 (relating to and the selling concession fourth, tenth, twelfth and reallowances), thirteenth paragraphs under the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)caption “Underwriting”.

Indemnification of the Partnership Parties. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of its directors and their respective directors, officers, employees, each of its officers who signs the Registration Statement and each person, if any, who controls such party the Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by such any Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed by the Partnership Parties that the only such information furnished by any Underwriter the Underwriters consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”Prospectus: the list information set forth on the cover page of the Statutory Prospectus regarding delivery of the Securities, the names of the Underwriters and their respective participation the fact that they are participating in the sale of Common Unitsthe Securities as the underwriters, paragraph 4 (relating to and the selling concession fourth, twelfth and reallowances), thirteenth paragraphs under the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)caption “Underwriting”.

Indemnification of the Partnership Parties. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of its directors and their respective directors, officers, employees, each of its officers who signs a Registration Statement and each person, if any, who controls such party the Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of at any time, the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter under the heading “Underwriting”: (i) the list of Underwriters and their respective participation in the sale of Common Units, paragraph 4 (relating to ii) the selling concession and reallowances)reallowance figures in paragraph four; (iii) paragraph eight and (iv) the paragraphs related to stabilization, the third sentence of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions short positions and penalty bids).

Indemnification of the Partnership Parties. Each Underwriter Initial Purchaser will severally and not jointly indemnify and hold harmless each of the Partnership Parties, each of their directors and each of their respective directors, officers, employees, officers and each person, if any, who controls such party Partnership Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Underwriter Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any timethe Preliminary Offering Memorandum, the General Disclosure Package or the Final ProspectusOffering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing ProspectusCommunication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership Issuers by such Underwriter Initial Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter on behalf of the Initial Purchasers consists of the following information in the Preliminary Offering Memorandum, the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter Offering Memorandum: under the heading section entitled “Underwriting”: Plan of Distribution,” the list of Underwriters subsection entitled “Commission and their respective participation in the sale of Common Units, paragraph 4 (relating to the selling concession Discounts” and reallowances), the third sentence under the subsection entitled “New Issue of the seventh paragraph (relating to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)Notes.”

Indemnification of the Partnership Parties. Each Underwriter will Initial Purchaser agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Partnership Parties, and each of their respective directors, officers, employees, officers and directors and each person, if any, who controls such party the Partnership Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which any Partnership Party or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any timethe Preliminary Offering Memorandum, the Pricing Supplement, any Statutory Prospectus as of any time, Additional Written Communication or the Final ProspectusOffering Memorandum (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Partnership Issuers by such Underwriter Initial Purchaser through the Representatives specifically Representative expressly for use therein, ; and will to reimburse the Partnership Parties and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Partnership Parties or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . Each of the Partnership Parties hereby acknowledges that the only such information that the Initial Purchasers have furnished by any Underwriter consists of to the following information Issuers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Prospectus furnished on behalf of each Underwriter under Offering Memorandum (or any amendment or supplement thereto) are the heading “Underwriting”: the list of Underwriters and their respective participation statements set forth in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances), the third sentence of the seventh paragraph (relating and in the ninth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Partnership Parties. Each Underwriter will Initial Purchaser agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Partnership Parties, and each of their respective directors, officers, employees, directors and each person, if any, who controls such party the Partnership Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Partnership Parties or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any timethe Preliminary Offering Memorandum, the Pricing Supplement, any Statutory Prospectus as of any time, Issuers Additional Written Communication or the Final ProspectusOffering Memorandum (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuers Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Partnership by such Underwriter Initial Purchaser through the Representatives specifically expressly for use therein, ; and will to reimburse the Partnership Parties and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Partnership Parties or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . Each of the Partnership Parties hereby acknowledges that the only such information that the Initial Purchasers through the Representatives have furnished by any Underwriter consists of to the following information Partnership expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuers Additional Written Communication or the Final Prospectus furnished on behalf of each Underwriter under Offering Memorandum (or any amendment or supplement thereto) are the heading “Underwriting”: the list of Underwriters and their respective participation statements set forth in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances)third paragraph, the third and fourth sentence of the seventh paragraph (relating and the ninth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Partnership Parties. Each Underwriter will Initial Purchaser agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Partnership Parties, and each of their respective directors, officers, employees, directors and each person, if any, who controls such party the Partnership Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Partnership Parties or any such Underwriter Indemnified Party director or controlling person may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained included in any part of any Registration Statement at any timethe Preliminary Offering Memorandum, the Pricing Supplement, any Statutory Prospectus as of any time, Issuer Additional Written Communication or the Final ProspectusOffering Memorandum (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Partnership Issuer by such Underwriter Initial Purchaser through the Representatives specifically Representative expressly for use therein, ; and will to reimburse the Partnership Parties and each such director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Partnership Parties or such Underwriter Indemnified Party director or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . Each of the Partnership Parties hereby acknowledges that the only such information that the Initial Purchasers through the Representative have furnished by any Underwriter consists of to the following information Issuer expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Prospectus furnished on behalf of each Underwriter under Offering Memorandum (or any amendment or supplement thereto) are the heading “Underwriting”: the list of Underwriters and their respective participation statements set forth in the sale of Common Units, paragraph 4 (relating to the selling concession and reallowances)fourth paragraph, the third and fourth sentence of the seventh sixth paragraph (relating and the eighth and ninth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Partnership Parties. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless each of the Partnership Parties, and their respective directors, officerspartners, employees, agents, members, directors and officers and each person, if any, who controls such party a Partnership Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and the successors and assigns of all of the foregoing persons, to the same extent as the indemnity set forth in paragraph (eacha) above, an “Underwriter Indemnified Party”), against but only with respect to any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was of a material fact made in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such Underwriter through the Representatives specifically Representative expressly for use thereinin the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership), and will reimburse the Prospectus (or any legal amendment or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party supplement thereto), whether threatened any Issuer Free Writing Prospectus, any road show or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredthe Pricing Disclosure Package (including the Pricing Disclosure Package if subsequently amended), it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter Underwriter: (i) the statements set forth in the last paragraph on the cover page of the Prospectus, (ii) the concession and reallowance figures appearing under the heading “Underwriting”: —Commissions and Discounts,” (iii) the list of Underwriters paragraphs related to stabilization, syndicate covering transaction and their respective participation in the sale of Common Unitspenalty bids, paragraph 4 (relating only insofar as such statements relate to the amount of selling concession and reallowances), the third sentence of the seventh paragraph (relating reallowance or to sales to accounts of which underwriters have discretionary authority) and paragraph 11 (relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids)stabilization activities that may be undertaken by the Underwriters and (iv) the information in the Prospectus furnished on behalf of the Underwriters under “Underwriting—Relationships.”