Common use of Indemnity and Contribution Clause in Contracts

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Holdings agrees to indemnify, defend and hold harmless the Underwriter, each UnderwriterSelling Stockholder, its partners, directors, officers and members, any person who controls any the Underwriter or Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriterthe Underwriter or Selling Stockholder, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, the Underwriter, any Underwriter such Selling Stockholder or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including the Rule 430A Information, thereof by Holdings) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment theretoas defined below) or primarily and directly Selling Stockholder Information or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such informationUnderwriter Information or Selling Stockholder Information, which material fact was not contained in such information Underwriter Information or Selling Stockholder Information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 11 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of Holdings or in any information provided to investors byProspectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (Selling Shareholder Information or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the such Underwriter Information or Selling Shareholder Information, which material fact was not contained in the such Underwriter Information or Selling Shareholder Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to will indemnify, defend and hold harmless each Underwriter, its partners, members, directors, officers officers, employees and membersagents, any each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any each “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all losslosses, damageclaims, expenseliabilities, liability or claim expenses and damages (including the reasonable cost of investigation any and the fees all investigative, legal and disbursements of counsel chosen by the Representativeother expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) whatsoever, as incurred, whichto which they, jointly or severally, any Underwriter or any such person of them, may incur become subject under the Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losslosses, damageclaims, expenseliabilities, liability expenses or claim arises damages arise out of, relates relate to or is are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the extent any such loss, damageclaim, expenseliability, liability expense or claim damage primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as to the extent any such loss, damageclaim, expenseliability, liability expense or claim damage primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information concerning the Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter InformationInformation (as defined in Section 9), which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, federal or state statutory law or regulation, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through you (that information being limited to that described in the Representative last sentence of the first paragraph of Section 9(b) hereof) to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Company or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. If any action, suit or proceeding (together, a “Proceeding”) is brought against an Underwriter or any such Person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such Person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such Person or otherwise. Such Underwriter or such controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such Person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in reliance upon and in conformity with information concerning an Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in reliance upon and in conformity with the information concerning an Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and officers, employees, agents, members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeor defending against any loss, damage, expense, liability or claim) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Written Testing-the-Waters Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Written Testing-the-Waters Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Written Testing-the-Waters Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Written Testing-the-Waters Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in reliance upon and in conformity with information concerning an Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in reliance upon and in conformity with the information concerning an Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information430B, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information concerning the Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communicationthe Preliminary Prospectus, any preliminary prospectusIssuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusthe Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information Underwriters furnished in writing by or on behalf of the Representative Representatives to the Company expressly for use in, such preliminary prospectusthe Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectusthe Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriterthe Underwriters, its partners, directors, officers and members, any person who controls any Underwriter the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriterthe Underwriters, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeUnderwriters) whatsoever, as incurred, which, jointly or severally, any Underwriter which the Underwriters or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Underwriters Information furnished in writing by the Representative Underwriters to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Underwriters Information furnished in writing by the Representative Underwriters to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeRepresentatives if such counsel has been authorized in writing by the Company (which authorization shall not be unreasonably withheld)) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any "road show" (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information concerning the Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter InformationInformation (as defined in Section ‎9), which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act405) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have.

Indemnity and Contribution. (a) The Company agrees Partnership Parties, jointly and severally, agree to indemnify, defend and hold harmless each the Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Securities Act) of any the Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representative Underwriter to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 10(a) being deemed to include any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus and any amendments or supplements to the Disclosure Package or the Prospectus (or any amendment or supplement theretoforegoing) or in any information provided to investors by, or with “issuer information” (as defined in Rule 433 under the approval of, Securities Act) of the Company, including, without limitation, any investor presentations, Partnership or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained included in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representative Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained included in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. The Partnership Parties, jointly and severally, agree to reimburse such indemnified person for any legal or other expenses reasonably incurred by such indemnified person in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified person is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred, except with respect to the Registration Statement or such Prospectus insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in, and in conformity with information concerning the Underwriter furnished in writing by or on behalf of the Underwriter to the Partnership expressly for use in the Registration Statement or such Prospectus in connection with such information, which material fact was not included in such information and which material fact was necessary in order to make the statements in such information, in the case of such Prospectus, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any the Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the RepresentativeRepresentative (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)) whatsoever, as reasonably incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by), or with any “road show” as defined in Section 433(h) of the approval of, the Company, including, without limitation, any investor presentations, Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto)) or any Road Show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such Written Testing-the-Water Communication, preliminary prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Road Show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Water Communication, preliminary prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Road Show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (aq) The Company agrees to will indemnify, defend and hold harmless each Underwriter, its partners, members, directors, officers officers, employees and membersagents, any each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any each “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all losslosses, damageclaims, expenseliabilities, liability or claim expenses and damages (including the reasonable cost of investigation any and the fees all investigative, legal and disbursements of counsel chosen by the Representativeother expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) whatsoever, as incurred, whichto which they, jointly or severally, any Underwriter or any such person of them, may incur become subject under the Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losslosses, damageclaims, expenseliabilities, liability expenses or claim arises damages arise out of, relates relate to or is are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the extent any such loss, damageclaim, expenseliability, liability expense or claim damage primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as to the extent any such loss, damageclaim, expenseliability, liability expense or claim damage primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, agents or selling agents of the Underwriters and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in (A) any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), (or any amendment or supplement theretoB) or in any Permitted Free Writing Prospectus, (C) in any “issuer information” (as defined in Rule 433 under the Act) of the Partnership, (D) in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or (E) in any materials or information provided to investors by, or with the approval of, the CompanyPartnership in connection with the marketing of the offering of the Units (“Marketing Materials”), including, without limitation, including any roadshow or investor presentationspresentations made to investors by the Partnership (whether in person or electronically), or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Public Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees Parties jointly and severally agree to indemnify, defend and hold harmless (on an after-tax basis) each Underwriter and any “affiliates” (within the meaning of Rule 405 under the Act) of any such Underwriter, its their respective partners, directors, officers officers, employees and members, members and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or the F-6 Registration Statement or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Other Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written TestingProspectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Pre-the-Waters Communication, any preliminary prospectusPricing Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or any amendment or supplement thereto) is, filed with the Commission, or in any information provided to investors byProspectus together with any combination of one or more of the Covered Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)document, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Other Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) document in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, and will reimburse each “indemnified party” (defined below) for any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred.

Indemnity and Contribution. (a) The Company agrees and the Parent, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersaffiliates, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, Canadian Securities Laws, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company), including the Rule 430A InformationPreliminary Prospectuses, the Preliminary Final Prospectuses and the Prospectuses or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information furnished in writing by any Underwriter through the Representative Managing Underwriters to the Company expressly for use in, the Registration Statement (Statement, the Preliminary Prospectuses, the Preliminary Final Prospectuses and the Prospectuses or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) Statement, the Preliminary Prospectuses, the Preliminary Final Prospectuses and the Prospectuses in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement, the Registration Statement Preliminary Prospectuses, the Preliminary Final Prospectuses or Prospectuses or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectuses (the term Prospectuses for the purpose of this Section 11 being deemed to include the Preliminary Prospectuses, the Disclosure Package Preliminary Final Prospectuses, the Prospectuses and any amendments or supplements to the Prospectus foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Securities Act) of the Company, which “issuer information” is required to be, or any amendment or supplement thereto) is, filed with the Commission, or in any information provided to investors byProspectuses together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information furnished in writing by any Underwriter through the Representative Managing Underwriters to the Company expressly for use in, such preliminary prospectusProspectuses, the Disclosure Package Permitted Free Writing Prospectus or the Prospectus (issuer information or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectuses or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. Without limitation of and in addition to its obligations under the other paragraphs of this Section 11, the Company agrees to indemnify, defend and hold harmless each of BMO Nxxxxxx Bxxxx Inc. and UBS Financial Services Inc. and their respective partners, directors, officers and affiliates, and any person who controls either of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such person may incur under the Securities Act, the Exchange Act, Canadian Securities Laws, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) and (ii) of the first paragraph of this Section 11(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or on behalf or with the consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Share Program, provided, however, that the Company shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of BMO Nxxxxxx Bxxxx Inc. and/or UBS Financial Services Inc. in conducting the Directed Share Program. Section 11(d) shall apply equally to any Proceeding (as defined below) brought against BMO Nxxxxxx Bxxxx Inc. and/or UBS Financial Services Inc. or any such person in respect of which indemnity may be sought against the Company pursuant to the immediately preceding sentence, except that the Company shall be liable for the expenses of one separate counsel (in addition to any local counsel) for BMO Nxxxxxx Bxxxx Inc. and/or UBS Financial Services Inc., as applicable, and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 11(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, such Underwriter and the successors and assigns of all of the foregoing personspersons (the “Underwriter Indemnified Parties”), from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to or is based on (B) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) (X) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include each preliminary prospectus, the Disclosure Package Time of Sale Prospectus, the Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Prospectus (Act, and any amendments or supplements to any amendment or supplement theretoof the foregoing) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on (Y) any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with with, the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the such Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such informationUnderwriter Information, in the light of the circumstances under which they were made, not misleading, or (iii) the violation of any laws or regulations of foreign jurisdictions where Shares have been offered or sold, and will reimburse each Indemnified Party (defined below) for any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, damage, expense, liability, claim, action, litigation, investigation or proceeding whatsoever, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees Partnership Parties, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Securities Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 11(a) being deemed to include any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus and any amendments or supplements to the Disclosure Package or the Prospectus (or any amendment or supplement theretoforegoing) or in any information provided to investors by, or with “issuer information” (as defined in Rule 433 under the approval of, Securities Act) of the Company, including, without limitation, any investor presentations, Partnership or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained included in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained included in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. The Partnership Parties, jointly and severally, agree to reimburse such indemnified person for any legal or other expenses reasonably incurred by such indemnified person in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified person is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred, except with respect to the Registration Statement or such Prospectus insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in the Registration Statement or such Prospectus in connection with such information, which material fact was not included in such information and which material fact was necessary in order to make the statements in such information, in the case of such Prospectus, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Western Operating Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Notes as underwriters, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact that is contained in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained that is included in, and that is in conformity with the Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained included in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act405) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information and furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (Permitted Exempt Written Communication or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have.

Indemnity and Contribution. (a) The Company agrees New FreightCar America and the Selling Stockholders severally, and not jointly, agree to indemnify, defend and hold harmless each Underwriter, including the Independent Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter Underwriter, including the Independent Underwriter, within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter such Underwriter, including the Independent Underwriter, or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by New FreightCar America) or in a Prospectus (the term Prospectus for the purpose of this Section 12 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by New FreightCar America), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information concerning such Underwriter, including the Independent Underwriter, furnished in writing by the Representative or on behalf of such Underwriter through you to the Company New FreightCar America expressly for use in, the in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading misleading, (ii) any untrue statement or alleged untrue statement made by New FreightCar America in Section 3 hereof or the failure by New FreightCar America to perform in all material respects when and as required any agreement or covenant of New FreightCar America or the Selling Stockholders contained herein, (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by New FreightCar America or based upon written information furnished by or on behalf of New FreightCar America including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Shares; or (iv) the Directed Share Program, provided that New FreightCar America shall not be responsible under this clause (iv) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Share Program; provided, however, that, notwithstanding any other provisions herein, any loss, damage, expense, liability or claim shall only give rise under this Section 12 to liability for any Selling Stockholder that is not a Designated Selling Stockholder if such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Selling Stockholder furnished to New FreightCar America for use in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading; provided further, however, that, notwithstanding any other provisions herein, the liability under Section 12 hereof of any Selling Stockholder shall not exceed the product of the number of shares of Common Stock sold by such Selling Stockholder multiplied by the initial public offering price of the Common Stock as set forth in the Prospectus (the “Selling Price”). Each of New FreightCar America and the Selling Stockholders agrees that the Independent Underwriter shall have no additional liability (legal, contractual or otherwise) to New FreightCar America or the Selling Stockholders, respectively, or otherwise as a result of its serving as Independent Underwriter. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter, including the Independent Underwriter, or any such person in respect of which indemnity may be sought against New FreightCar America or any Selling Stockholder pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify New FreightCar America and the Representatives of the Selling Stockholders in writing of the institution of such Proceeding and New FreightCar America or such Selling Stockholder, as the case may be, shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify New FreightCar America or the Representatives of the Selling Stockholders shall not relieve New FreightCar America or such Selling Stockholder from any liability which New FreightCar America or such Selling Stockholder may have to any Underwriter, including the Independent Underwriter, or any such person or otherwise except to the extent New FreightCar America or such Selling Stockholder is materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by New FreightCar America or such Selling Stockholder in connection with the defense of such Proceeding or New FreightCar America or such Selling Stockholder shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to New FreightCar America or such Selling Stockholder (in which case New FreightCar America or such Selling Stockholder shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but New FreightCar America or such Selling Stockholder may employ counsel and may participate in the defense thereof), in any of which events such fees and expenses shall be borne by New FreightCar America or such Selling Stockholder and paid as incurred (it being understood, however, that New FreightCar America or such Selling Stockholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). New FreightCar America or such Selling Stockholder shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of New FreightCar America or such Selling Stockholder, New FreightCar America or such Selling Stockholder agrees to indemnify and hold harmless any Underwriter, including the Independent Underwriter, and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party. New FreightCar America agrees to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors and officers, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the foregoing paragraph, or (b) any untrue statement or alleged untrue statement of a material fact included contained in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, material prepared by or with the approval of, consent of New FreightCar America for distribution to Directed Share Participants in connection with the Company, including, without limitation, any investor presentations, Directed Share Program or arises out of, relates to or is based on caused by any omission or alleged omission to state therein a material fact required to be state therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; (ii) is caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (iii) otherwise arises out of or is based upon the Directed Share Program, except, with respect to provided that New FreightCar America shall not be responsible under this clause (iii) for any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Share Program. The third paragraph of this Section 12(a) shall apply equally to any Proceeding brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against New FreightCar America pursuant to the foregoing sentence; except that New FreightCar America shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS–FinSvc and directly arises out ofany such person, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, separate and in conformity with addition to counsel for the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such informationUnderwriters, in the light of the circumstances under which they were made, not misleadingany such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any the Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeUnderwriter) whatsoever, as incurred, which, jointly or severally, any which the Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative Underwriter to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative Underwriter to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Ferrellgas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusBasic Prospectus, the Disclosure Package or Package, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus, and any amendments or supplements to the foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, managers, officers, affiliates, each selling agent of any Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of, relates to of or is based on (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Fund) or arises out of, relates to of or is based on any upon an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arises out of or is based upon an untrue statement or alleged untrue statement of a material fact included in any Road Show Material, the Disclosure Package, any Sales Material, the Pricing Prospectus or the Prospectus (as it may be amended or supplemented) or arises out of or is based upon an omission or alleged omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information concerning such Underwriters furnished in writing by or on behalf of any Underwriter through the Representative Managing Representatives to the Company Fund expressly for use in, the with reference to any Underwriter in such Registration Statement or in such Road Show Material, Disclosure Package, Sales Material or Prospectus (as amended or any amendment theretosupplemented) as set forth in Section 9(f) hereof or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was in such Road Show Material, Disclosure Package, Sales Material or Prospectus (as amended or supplemented) or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the with respect to such Disclosure Package or and the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements thereinProspectus, in the light of the circumstances under which they were made), not misleading. If any action, exceptsuit or proceeding (together, with a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund or the Investment Manager, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any such preliminary prospectus, the Disclosure Package or the Prospectus (Underwriter or any amendment such person or supplement thereto), insofar as otherwise. Such Underwriter or such person shall have the right to employ additional counsel in any such losscase, damage, expense, liability but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with such person unless the Underwriter Information furnished employment of such counsel shall have been authorized in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Fund or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out ofInvestment Manager, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectusas the case may be, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationdefense of such Proceeding or the Fund or the Investment Manager shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them, which they were madeare different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case the Fund or the Investment Manager shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partnersaffiliates, directors, officers officers, employees and memberspartners, any person and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all losslosses, damageclaims, expensedamages or liabilities, liability joint or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoeverseveral, as incurred, which, jointly or severally, to which any Underwriter or any such person may incur become subject, under the Securities Act, the Exchange Act, the Canadian Securities Laws, or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losslosses, damageclaims, expense, liability damages or claim arises liabilities (or actions in respect thereof) arise out of, relates to of or is are based on upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)Statement, including the Rule information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A Informationand 430B under the Securities Act, or arises arise out ofof or are based upon the omission from the Registration Statement, relates to or is based on any omission or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any (ii) an untrue statement or alleged untrue statement of a material fact contained inin the Disclosure Package, the U.S. Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and in conformity with Underwriter Information furnished in writing deemed to be incorporated by the Representative to the Company expressly for use in, reference into the Registration Statement (or the U.S. Prospectus), or any amendment thereto) Issuer Free Writing Prospectus, or primarily and directly arises arise out of, relates to of or is are based on any upon the omission or alleged omission to state therein a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement therein or was necessary to make such information the statements therein, in light of the circumstances under which they were made, not misleading or misleading, (iiiii) any an untrue statement or alleged untrue statement of a material fact included contained in any Written Testing-the-Waters Communicationof the Canadian Offering Documents, any preliminary prospectusor arise out of or are based upon the omission, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or alleged omission, to state in any information provided to investors by, or with of the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state Canadian Offering Documents a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except(iv) in whole or in part, any inaccuracy in the representations and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse the Underwriters for any legal or other expenses reasonably incurred by it in connection with respect to evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such preliminary prospectus, case to the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as extent that any such loss, claim, damage, expense, liability or claim primarily and directly action arises out of, relates to of or is based on any upon an untrue statement or alleged untrue statement of a material fact contained in, and or omission or alleged omission made in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectusRegistration Statement, the Disclosure Package or Package, the Prospectus (U.S. Prospectus, or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (thereto or any amendment Issuer Free Writing Prospectus, or supplement thereto) any Canadian Offering Document, in connection reliance upon and in conformity with written information furnished to the Underwriter Information, which material fact was not contained Company by the Underwriters specifically for use in the Underwriter Information and which material fact was necessary preparation thereof, as such information is described in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingSection 8(f).

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsagents, officers directors and membersofficers, any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (Act or is an affiliate of the Underwriter within the meaning of Rule 405 under of the Securities Act) of any Underwriter, and as well as the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, federal or state statutory law or regulation, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through you (that information being limited to that described in the Representative last sentence of the first paragraph of Section 9(b) hereof) to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Base Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or as defined in Rule 433 under the Securities Act) of the Company, in any amendment or supplement thereto) “non-deal” roadshow prior to the launch of the offering or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through you (that information being limited to that described in the Representative last sentence of the first paragraph of Section 9(b) hereof) to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. If any action, suit or proceeding (together, a “Proceeding”) is brought against an Underwriter or any such Person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such Person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such Person or otherwise. Such Underwriter or such Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such Person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company Each of the Enogex Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission to state a material fact required to be stated in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Permitted Free Writing Prospectus, in any "issuer information" (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) the Directed Unit Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Unit Program. Without limitation of and in addition to its obligations under the other paragraphs of this Section 10, each of the Enogex Parties, jointly and severally, agrees to indemnify, defend and hold harmless the DUP Manager and its partners, directors and officers, and any person who controls the DUP Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the DUP Manager or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 10(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Partnership for distribution to Directed Unit Participants in connection with the Directed Unit Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Unit Participant to pay for and accept delivery of Reserved Units that the Directed Unit Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Unit Program, provided that the Enogex Parties shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the DUP Manager in conducting the Directed Unit Program. Section 10(a) shall apply equally to any Proceeding (as defined below) brought against the DUP Manager or any such person in respect of which indemnity may be sought against the Enogex Parties pursuant to the immediately preceding sentence, except that the Enogex Parties shall be liable for the reasonably incurred expenses of one separate counsel (in addition to any local counsel) for the DUP Manager and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 10(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend indemnify and hold harmless each Underwriter, its partners, directors, officers and membersemployees and each person, any person if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, ; from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, expense, liability or claim (including action relating to purchases and sales of the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoeverShares), as incurredto which that Underwriter, which, jointly or severally, any Underwriter or any such person may incur become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability or claim action arises out of, relates to or is based on upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement (or the Prospectus or in any amendment or supplement thereto, or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares ("Marketing Materials"), including any roadshow or investor presentations made to investors by the Rule 430A InformationCompany (whether in person or electronically), or arises out of, relates (ii) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or is based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or (iii) the failure of any such loss, damage, expense, liability Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or claim primarily and directly arises out of, relates to or (iv) is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative otherwise related to the Company expressly for use inDirected Share Program, the Registration Statement other than losses, claims, damages or liabilities (or any amendment expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or primarily and directly arises out of, relates to gross negligence of Xxxxxx Brothers or is based on any (v) the omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such informationPreliminary Prospectus, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading the Prospectus, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (vi) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusmanner to, the Disclosure Package Shares or the Prospectus (offering contemplated hereby, and which is included as part of or referred to in any amendment or supplement thereto)loss, insofar as any such lossclaim, damage, expense, liability or claim primarily and directly arises action arising out ofof or based upon matters covered by clause (i), relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in(ii), and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.iii),

Indemnity and Contribution. (a) The Company Each of the Quicksilver Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission to state a material fact required to be stated in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) the Directed Unit Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Unit Program. Without limitation of and in addition to its obligations under the other paragraphs of this Section 10, each of the Quicksilver Parties, jointly and severally, agrees to indemnify, defend and hold harmless the DUP Manager and its partners, directors and officers, and any person who controls the DUP Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of 35 investigation) which, jointly or severally, the DUP Manager or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 10(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Partnership for distribution to Directed Unit Participants in connection with the Directed Unit Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Unit Participant to pay for and accept delivery of Reserved Units that the Directed Unit Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Unit Program, provided that the Quicksilver Parties shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the DUP Manager in conducting the Directed Unit Program. Section 10(a) shall apply equally to any Proceeding (as defined below) brought against the DUP Manager or any such person in respect of which indemnity may be sought against the Quicksilver Parties pursuant to the immediately preceding sentence, except that the Quicksilver Parties shall be liable for the expenses of one separate counsel (in addition to any local counsel) for the DUP Manager and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 10(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters (such affiliates being referred to herein as “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterParticipating Affiliates”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statements (or in a Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information specified in Section 12 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives or by a Selling Unitholder to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 11 being deemed to include any Basic Prospectus, any preliminary prospectusPreliminary Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 12 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives or by a Selling Unitholder to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Notes as underwriters, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters (such affiliates being referred to herein as “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterParticipating Affiliates”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPreliminary Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information concerning the Underwriters furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the CompanyCompany (the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information Underwriters furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) (such information, the “Underwriter Information”) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, director nominees, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter that sells Units on behalf of such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and made in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, the Registration Statement (Statement, or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any “road show” (as defined in Rule 433 under the Act), in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more Covered Exempt Written Communications, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company expressly for use in, such preliminary prospectusProspectus or Permitted Exempt Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees Capital Parties, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law, other statutory law or regulation or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning an Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of the Company or in any information provided to investors byProspectus together with any combination of one or more of the Covered Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning an Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees Partnership Parties, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Securities Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9(a) being deemed to include any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus and any amendments or supplements to the Disclosure Package or the Prospectus (or any amendment or supplement theretoforegoing) or in any information provided to investors by, or with “issuer information” (as defined in Rule 433 under the approval of, Securities Act) of the Company, including, without limitation, any investor presentations, Partnership or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained included in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained included in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. The Partnership Parties, jointly and severally, agree to reimburse such indemnified person for any legal or other expenses reasonably incurred by such indemnified person in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified person is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred, except with respect to the Registration Statement or such Prospectus insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in the Registration Statement or such Prospectus in connection with such information, which material fact was not included in such information and which material fact was necessary in order to make the statements in such information, in the case of such Prospectus, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, such Underwriter and the successors and assigns of all of the foregoing personspersons (the “Underwriter Indemnified Parties”), from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to or is based on (B) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) (X) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Preliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (foregoing or any amendment or supplement thereto) or prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants), in any information provided to investors by, “issuer information” (as defined in Rule 433 under the Act) of the Company or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on (Y) any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) the violation of any laws or regulations of foreign jurisdictions where Shares have been offered or sold, and will reimburse each Indemnified Party (defined below) for any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, damage, expense, liability, claim, action, litigation, investigation or proceeding whatsoever, whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred. The Company agrees to indemnify and hold harmless each Underwriter Indemnified Party from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter Indemnified Party may incur insofar as such loss, damage, expense, liability or claim (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program (including any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that such Participant agreed to purchase by the end of the first business day following the date of this Agreement; or (iii) related to, arising out of, or in connection with the Directed Share Program.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend indemnify and hold harmless each UnderwriterKCA, its partnersagents, directors, directors and officers and memberseach person, any person if any, who controls any Underwriter KCA within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all losslosses, damageclaims, expensedamages and liabilities (including, liability or claim (including the reasonable cost of investigation and the without limitation, legal fees and disbursements of counsel chosen by the Representative) whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises that arise out of, relates to or is are based on upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included contained in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by), or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on caused by any omission or alleged omission 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, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in each case except insofar as any such losslosses, damageclaims, expense, liability damages or claim primarily and directly arises liabilities arise out of, relates to or is are based on upon, any untrue statement or omission or alleged untrue statement of a material fact contained in, or omission made in reliance upon and in conformity with any information relating to KCA furnished to the Underwriter Information furnished Partnership in writing by the Representative to the Company KCA expressly for use intherein, it being understood and agreed that the only such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light information furnished by KCA consists of the circumstances under which they were made, not misleadinginformation described as such in Section 11(b) hereof.

Indemnity and Contribution. (a) The Company agrees and each of the Subsidiaries party hereto, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in the Disclosure Package, any Prospectus (the terms Disclosure Package and Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing, as applicable), in any Covered Free Writing Prospectus, in any Covered Exempt Written Testing-the-Waters Communication, in any preliminary prospectus“issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Disclosure Package or the Prospectus (or any amendment or supplement thereto) Commission, or in any information provided to investors byProspectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, and one or with the approval ofmore Covered Exempt Written Communications, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto)any Permitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representative or on behalf of such Underwriter through you to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment Permitted Exempt Written Communication or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) Permitted Exempt Written Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading or (iii) the Directed Share Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Share Program, and will reimburse each “indemnified party” (defined below) for any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such fees and expenses are incurred. Without limitation of and in addition to its obligations under the other paragraphs of this Section 9, the Company and each Subsidiary party hereto, jointly and severally, agree to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors, officers, employees and members, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 9(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or on behalf or with the consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Share Program, provided, however, that neither the Company, nor any Subsidiary party hereto, shall be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Share Program. Section 9(c) shall apply equally to any Proceeding (as defined below) brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against the Company or any Subsidiary party hereto pursuant to the immediately preceding sentence, except that the Company and any Subsidiary party hereto, jointly and severally, shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS-FinSvc and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 9(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Notes as underwriters, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersagents, affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Securities as underwriters, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus Prospectus, in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package Package, Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, selling agents, and any affiliates of the Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters (such affiliates being referred to herein as “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterParticipating Affiliates”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and investigation) which the fees and disbursements of counsel chosen by the Representative) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information specified in Section 11 hereof furnished in writing by or on behalf of the Representative Underwriter to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Basic Prospectus, the Disclosure Package or Preliminary Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Act) of the Partnership or in the Prospectus together with any information provided to investors bycombination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 11 hereof furnished in writing by or on behalf of the Representative Underwriter to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, the directors, officers and members, managers, officers, employees, agents and affiliates and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of, relates to of or is based on (i) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Fund) or arises out of, relates to of or is based on any upon an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arises out of or is based upon an untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, any Road Show Material, the Disclosure Package, any Sales Material, any Testing-the-Waters Communication or the Prospectus (as any of the foregoing may be amended or supplemented) or arises out of or is based upon an omission or alleged omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information concerning such Underwriters furnished in writing by or on behalf of any Underwriter through the Representative Managing Representatives to the Company Fund expressly for use in, the with reference to any Underwriter in such Registration Statement or in such Disclosure Package or Prospectus (as amended or any amendment theretosupplemented) as set forth in Section 9(f) hereof or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make such information (with respect to such Disclosure Package and the statements thereinProspectus, in the light of the circumstances under which they were made), not misleading. If any action, exceptsuit or proceeding (together, with a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses reasonably incurred; provided, however, that the omission to so notify the Fund or the Investment Adviser shall not relieve the Fund or the Investment Adviser from any liability which the Fund or the Investment Adviser may have to any such preliminary prospectus, the Disclosure Package or the Prospectus (Underwriter or any amendment such person or supplement thereto), insofar as otherwise. Such Underwriter or such person shall have the right to employ additional counsel in any such losscase, damage, expense, liability but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with such person unless the Underwriter Information furnished employment of such counsel shall have been authorized in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package Fund or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out ofInvestment Adviser, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectusas the case may be, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationdefense of such Proceeding or the Fund or the Investment Adviser shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them, which they were madeare different from, additional to or in conflict with those available to the Fund or the Investment Adviser (in which case the Fund or the Investment Adviser shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Adviser and paid as incurred in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding. It is understood that in no event shall the Fund or the Investment Adviser, as the case may be, be liable for the fees and expense of more than one counsel (in addition to any local counsel) separate from their own counsel for such Underwriter or such person, treating all Underwriters and such persons as a single group, in respect of any such Proceeding or series of related Proceedings in the same jurisdiction. Neither the Fund nor the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Adviser, the Fund or the Investment Adviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle and the proposed terms of the settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, selling agents, and any affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters (such affiliates being referred to herein as “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterParticipating Affiliates”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in either of the Registration Statement Statements (or in a Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information specified in Section 12 hereof furnished in writing by or on behalf of such Underwriter through the Representative Representatives to the Company Partnership expressly for use in, the applicable Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in either of the Registration Statement (or any amendment thereto) Statements in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in either of the Registration Statement Statements or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.or

Indemnity and Contribution. (a) The Company Each of the Quicksilver Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representativeinvestigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission to state a material fact required to be stated in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (or any amendment or supplement theretoas defined in Rule 433 under the Securities Act) of the Partnership or in any information provided to investors byProspectus together with any combination of one or more of the Permitted Free Writing Prospectuses, or with the approval of, the Company, including, without limitation, any investor presentationsif any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto)Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 11 hereof furnished in writing by the Representative or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package Prospectus or the Permitted Free Writing Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) the Directed Unit Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Unit Program. Without limitation of and in addition to its obligations under the other paragraphs of this Section 10, each of the Quicksilver Parties, jointly and severally, agrees to indemnify, defend and hold harmless the DUP Manager and its partners, directors and officers, and any person who controls the DUP Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the DUP Manager or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 10(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Partnership for distribution to Directed Unit Participants in connection with the Directed Unit Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Unit Participant to pay for and accept delivery of Reserved Units that the Directed Unit Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Unit Program, provided that the Quicksilver Parties shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the DUP Manager in conducting the Directed Unit Program. Section 10(a) shall apply equally to any Proceeding (as defined below) brought against the DUP Manager or any such person in respect of which indemnity may be sought against the Quicksilver Parties pursuant to the immediately preceding sentence, except that the Quicksilver Parties shall be liable for the expenses of one separate counsel (in addition to any local counsel) for the DUP Manager and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 10(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information concerning the Underwriters furnished in writing by the Representative Representatives to the Company expressly for use in, such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.