Common use of Persons Entitled to Benefit of Agreement Clause in Contracts

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Operating Partnership and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Operating Partnership contained in this Agreement shall also be deemed to be for the benefit of the directorstrustees, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is trustees and persons named in the Registration Statement as about to become a director) trustees of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and Underwriters, each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This The Terms Agreement (including the provisions of this Agreement) shall inure to the benefit of and be binding upon the Underwriters, Underwriters and the Company and their respective successors. This The Terms Agreement and (including the terms and provisions hereof of this Agreement) are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement also shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained hereinin this Agreement. No purchaser of Securities from any Underwriter shall be deemed to be a successor solely by reason of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained Partnership Parties in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees affiliates of the Underwriters who have participated in the distribution of the Units as underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership Parties within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, directors or general partners of the Selling Stockholders, as the case may be, officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company or a Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Trust, the Selling Unitholder Parties and their respective successorssuccessors and assigns. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Trust and the Selling Unitholder Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the trustee of the Trust, the officers, directors (including any person who, with his or her consent, is named in and employees of the trustee of the Trust and the officers and directors of the Selling Unitholder Parties who have signed the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling the Company Trust and the Selling Unitholder Parties within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company QIU, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters or the QIU, as applicable, and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b9(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Guarantors and any person controlling the Company or any Guarantor within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This The Terms Agreement (including the provisions of this Agreement) shall inure to the benefit of and be binding upon the Underwriters, Underwriters and the Company and their respective successors. This The Terms Agreement and (including the terms and provisions hereof are of this Agreement) is for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement also shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this the Terms Agreement or any provision contained hereinin this Agreement. No purchaser of Securities from any Underwriter shall be deemed to be a successor solely by reason of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Selling Stockholders, the Company and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, affiliates and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b9(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of any of the Stock from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriter and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director nominee of the CompanyGeneral Partner), the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Guarantors, and any person controlling the Company or any Guarantor within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, CareTrust, the Company Operating Partnership and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of CareTrust and the Company Operating Partnership contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b7(b) of this Agreement hereof shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of CareTrust and the Company Operating Partnership, and any person controlling the Company CareTrust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and Underwriters, each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and each additional Indemnified Party pursuant to Section 8(a) of this Agreement, and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, Evercore LP, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of contained herein given by the Company contained entities listed in this Agreement the introduction to Section 1 and the Selling Stockholders shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Operating Partnership, the Advisor and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Company, the Operating Partnership and the Advisor contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b9(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) trustees of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriters, affiliates of the Underwriters, selling agents and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director of the CompanyGeneral Partner), the officers of the Company, the and employees of the Company each Partnership Party and any person controlling the Company such Partnership Party within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b8(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Selling Stockholders, and any person controlling the Company and the Selling Stockholders within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership, the General Partner, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company BreitBurn Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control controlling any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b9(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters Underwriters, each affiliate of any Underwriter who has participated or is alleged to have participated in the distribution of the Units as underwriters, and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the representations, warranties, indemnities and agreements of the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees of the Company Selling Shareholders and any person controlling the Company or a Selling Shareholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Issuers, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Issuers and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchasers and each person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, Issuers and the officers of the Company, the employees of the Company Guarantors and any person controlling the Company Issuers or the Guarantors within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Issuers and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Issuers contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents (including, without limitation, attorneys) of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter an Initial Purchasers within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of directors of the directors Issuers, officers, employees and agents (including any person whoincluding, with his or her consentwithout limitation, is named in the Registration Statement as about to become a directorattorneys) of the Company, the officers of the Company, the employees of the Company Issuers and any person controlling any of the Company Issuers within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Operating LLC, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Operating LLC contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successorsthe Operating Partnership. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Operating Partnership contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter or the Independent Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of officers, employees and directors of the directors Company and the Operating Partnership, (including any person who, with his or her consent, is persons named in the Registration Statement with their consent as about to become a director) director of the Company, the officers of the Company, the employees of the Company ) and any person controlling the Company within the meaning of Section 15 13 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the (i) directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and (ii) directors of any Selling Stockholder and any person controlling such Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, directors or general partners of the Selling Stockholders, as the case may be, officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company or a Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the (i) directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and (ii) directors of any Selling Shareholder and any person controlling such Selling Shareholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees affiliates of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 14 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) 9 of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the CompanyGeneral Partner who have signed the Registration Statement, the employees managers and officers of the Company Selling Unitholder and any person controlling the Company Partnership within the meaning of Section 15 14 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall will inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall will also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the any indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall will be deemed to be for the benefit of the directors (including any person whoi) directors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act and (ii) directors, officers and employees of any Selling Stockholder and any person controlling such Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Partnership Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter Underwriters within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whorespective directors, with his or her consentmanagers and officers of the Partnership Parties and the Selling Unitholder, is named in officers of the General Partner who have signed the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling any of the Company Partnership Parties or the Selling Unitholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchaser, the Company Issuers and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Issuers contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents (including, without limitation, attorneys) of the Underwriters Initial Purchaser and each the person or persons, if any, who control any Underwriter the Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchaser contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of directors of the directors Issuers, officers, employees and agents (including any person whoincluding, with his or her consentwithout limitation, is named in the Registration Statement as about to become a directorattorneys) of the Company, the officers of the Company, the employees of the Company Issuers and any person controlling any of the Company Issuers within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and its affiliates, affiliates of the Underwriters, selling agents and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Companyeach Partnership Party, the officers of each Partnership Party who have signed the Company, the employees of the Company Registration Statement and any person controlling the Company a Partnership Party within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company General Partner, the Partnership and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company General Partner and the Partnership contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or personsperson, if any, who control controls any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement hereof shall also be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the CompanyGeneral Partner who signed the Registration Statement and each person, if any, who controls the employees of General Partner or the Company and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of any of the Notes from any Underwriter shall be deemed a successor by reason merely of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and officers, employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters contained in Section 8(b11(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and any person controlling a Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director of the CompanyGeneral Partner), the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInternational Managers, the Company and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter International Manager within the meaning of Section 15 of the Securities Act, Act and for the benefit of each International Manager (and controlling persons thereof) who offers or sells shares of Common Stock in accordance with the terms of the Agreement between International Managers and International Managers and (bB) the indemnity agreement of the Underwriters International Managers contained in Section 8(b8(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Selling Stockholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and Underwriter, each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities ActAct and any other Indemnified Party, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director nominee of the CompanyGeneral Partner), the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and officers, employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and any person controlling a Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the U.S. Underwriters, the Company and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any U.S. Underwriter within the meaning of Section 15 of the Securities Act, Act and for the benefit of each International Manager (and controlling persons thereof) who offers or sells shares of Common Stock in accordance with the terms of the Agreement between U.S. Underwriters and International Managers and (bB) the indemnity agreement of the U.S. Underwriters contained in Section 8(b8(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholder and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in Section 10(a) of this Agreement shall also be deemed to be for the benefit of the officers and employees of each Underwriter and the person or persons, if any, who control each Underwriter within the meaning of Section 15 of the Securities Act, (B) the indemnities and agreements of the Selling Shareholder contained in Section 10(b) of this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Company and any person controlling the Company within the meaning of Section 15 of the Securities Act and the officers and employees of each Underwriter and the person or persons, if any, who control any each Underwriter within the meaning of Section 15 of the Securities Act, Act and (bC) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b9(c) of this Agreement hereof shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Selling Stockholders, and any person controlling the Company and the Selling Stockholders within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Selling Shareholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of each of the Company and the Selling Shareholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriter and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whorespective directors, with his or her consent, is named in the Registration Statement as about to become a director) officers and employees of the Company, the officers of the Company, the employees each of the Company and any person controlling the Selling Shareholder and each person, if any, who controls either the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of any of the Shares shall be deemed to be a successor solely by reason of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Issuers and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Issuers contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents of each of the Underwriters Underwriters, affiliates of any Underwriter who have participated in the distribution of the Securities as underwriters, and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner and the OLP GP, the officers of the Company, General Partner and the employees of OLP GP who have signed the Company Registration Statement and any person controlling the Company Issuers within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters Underwriters, each affiliate of any Underwriter who has participated or is alleged to have participated in the distribution of the Units as underwriters, and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Companydirector nominee), the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters Underwriters, each affiliate of any Underwriter who has participated or is alleged to have participated in the distribution of the Units as underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company each party hereto and their its respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (ax) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of each Underwriter and the directors, officers and employees of the Underwriters and each person or persons, if any, who control any such Underwriter within the meaning of Section 15 of the Securities Act, Act and (by) the indemnity agreement of the several Underwriters contained in Section 8(b8 (b) of this Agreement shall be deemed to be for the benefit of the Company’s directors (including any person who, with his or her consent, is named in and officers who sign the Registration Statement as about to become a director) of the CompanyStatement, the officers of the Companyif any, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Act and their respective heirs, executors, administrators, personal representatives, successors and assigns; provided that no purchaser of any of the Securities Actfrom any Underwriter shall be deemed a successor or assign merely by reason of such purchase. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15herein, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Company, each of the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and each of the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the directors of any Guarantor, officers of the Company, the employees officers of the Company any Guarantor and any person controlling the Company and the Guarantors within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Magellan Parties, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Magellan Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company General Partner within the meaning of Section 15 of the Securities Act and the Selling Unitholder, its general partner and its directors and officers and any person controlling the Selling Unitholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the (i) directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and (ii) any person controlling a Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholder, and the indemnities and agreements of the Bank Subsidiary, contained in this Agreement shall also be deemed to be for the benefit of the affiliates, partners, directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consentofficers and employees, is named in the Registration Statement as about to become a director) of the Companyand each person, the officers of the Companyif any, the employees of the Company and any person controlling who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors, heirs, executors, administrators and legal representatives. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees officers, employees, agents of the Underwriters and each the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees of the Company Selling Stockholders and any person controlling the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Principal Subsidiary, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Company, the Principal Subsidiary and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriter and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act and any directors of a Selling Stockholder and any person controlling such Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This The Terms Agreement (including the provisions of this Agreement) shall inure to the benefit of and be binding upon the Underwriters, Underwriters and the Company and their respective successors. This The Terms Agreement and (including the terms and provisions hereof are of this Agreement) is for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement also shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained hereinin this Agreement. No purchaser of Securities from any Underwriter shall be deemed to be a successor solely by reason of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company SPLC Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company SPLC Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director nominee of the CompanyGeneral Partner), the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Parent Guarantor and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Parent Guarantor contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees affiliates of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyCompany and the Parent Guarantor, the officers of the Company, Company and the employees of Parent Guarantor who have signed the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Company, each of the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and each of the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the affiliates, directors, officers and employees of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the directors of any Guarantor, officers of the Company, the officers of any Guarantor, employees of the Company Company, employees of any Guarantor and any person controlling the Company and the Guarantors within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership, the General Partner and BreitBurn Energy and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Partnership, the General Partner and BreitBurn Energy contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) and managers of the CompanyPartnership, the General Partner and BreitBurn Energy, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter the Initial Purchasers within the meaning of Section 15 of the Securities Act, Act and (bB) the any indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Guarantors, and any person controlling the Company and the Guarantors within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, Underwriters and the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters Underwriters, each affiliate of any Underwriter who has participated or is alleged to have participated in the distribution of the Securities as underwriters, and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Selling Shareholders and their respective representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directorsemployees, officers and employees officers, directors or agents of the Underwriters and each Underwriter or the person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, and any affiliate that has, or is alleged to have had, participated in the distribution contemplated hereby on behalf of such Underwriter and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b11(c) of this Agreement shall also be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 the Securities Act and any affiliates of the Company, and each of the Selling Shareholders’ directors, managers, officers and employees and each person, if any, who controls any Selling Shareholder within the meaning of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1518, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each the person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, Act and (b) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b8(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and the Selling Stockholders, and any person controlling the Company and the Selling Stockholders within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Selling Stockholder, the Company and their respective its successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, affiliates and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b9(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of any of the Stock from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of (i) the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and (ii) directors of any Selling Stockholder and any person controlling such Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of directors of the directorsInitial Purchasers, officers and employees of the Underwriters Initial Purchasers and each any person or persons, if any, who control persons controlling any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyCompany and the Guarantors, the officers of the Company, Company and the employees of the Company Guarantors and any person controlling the Company or the Guarantors within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Principal Subsidiary, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Company, the Principal Subsidiary and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act and any directors of a Selling Stockholder and any person controlling such Selling Stockholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees affiliates of the Underwriters and Underwriters, each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1516, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company General Partner, the Partnership, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company General Partner, the Partnership and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents of the Underwriters and each person or personsperson, if any, who control controls any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement hereof shall also be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the CompanyGeneral Partner who signed the Registration Statement and each person, if any, who controls the employees of General Partner or the Company and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and each agent of any Underwriter and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchaser, the Company Issuer, the Guarantors, Parent, the Manager and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those personsPersons, except provided that (a) the representations, warranties, indemnities and agreements of the Company Issuer, the Guarantors, Parent and the Manager contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchaser and each person Person or personsPersons, if any, who control any Underwriter controlling the Initial Purchaser within the meaning of Section 15 of the Securities Act, and (b) provided further that the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters Initial Purchaser contained in Section 8(b) of this Agreement shall also be deemed to be for the benefit of directors, officers and employees of any the directors (including Issuer, the Guarantors, Parent and the Manager and each Person or Persons, if any, controlling any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyIssuer, the officers of Guarantors, Parent and the Company, the employees of the Company and any person controlling the Company Manager within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons Persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, Underwriters and the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. The parties hereby agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated’s capital markets, investment banking or related businesses may be transferred following the date of this Agreement.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Company, the Selling Shareholders and their respective representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directorsemployees, officers and employees directors of the Underwriters and each Underwriter or the person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b11(c) of this Agreement shall also be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees of the Company and any person controlling the Company within the meaning of the Securities Act, each of the Selling Shareholders’ directors, managers, officers and employees and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1518, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company DEP Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, agreements and indemnities and agreements of the Company DEP Parties contained in Sections 8 and 16 of this Agreement shall also be deemed to be for the benefit of the directors, managers, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement agreements and indemnities of the Underwriters contained in Section 8(bSections 4(b) and 7(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) and managers of the CompanyDEP Parties, the officers of the Company, DEP Parties who have signed the employees of the Company Registration Statement and any person controlling the Company DEP Parties within the meaning of Section 15 of the Securities Act. No purchaser of any of the Units from any Underwriter shall be construed a successor by reason merely of such purchase. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPlacement Agents, the Company General Partner, the Partnership, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company General Partner and the Partnership contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents of the Underwriters Placement Agents and each person or personsperson, if any, who control any Underwriter controls a Placement Agent within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Placement Agents contained in Section 8(b7(b) of this Agreement hereof shall also be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the CompanyGeneral Partner who signed the Registration Statement and each person, if any, who controls the employees of General Partner or the Company and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Co-Issuers, the Manager and the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except provided that (a) the representations, warranties, indemnities and agreements of the Company Co-Issuers, the Manager and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the affiliates, directors, officers officers, employees, advisors and employees other representatives of the Underwriters Initial Purchasers and each person or persons, if any, who control controlling any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, and (b) provided further that the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall also be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company Co-Issuers, the Manager and the Guarantors and each person or persons, if any, controlling any person controlling of the Company Co-Issuers, the Manager and the Guarantors within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1514, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees selling agents of the Underwriters, each affiliate of the Underwriters who has participated or is alleged to have participated in the distribution of the Units as underwriters, and each person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyGeneral Partner, the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Retail Ventures, DSW, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Retail Ventures and DSW contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriter and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Underwriter contained in Section 8(b9(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyRetail Ventures and DSW, the officers of Retail Ventures who have signed the Company, the employees of the Company PIES Registration Statement and any person controlling the Company Retail Ventures within the meaning of Section 15 of the Securities ActAct and officers of DSW who have signed the Shares Registration Statement. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company JGW Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Issuer, JGWPT Holdings and J.X. Xxxxxxxxx, as applicable, contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyIssuer, the officers of the Company, Issuer who have signed the employees of the Company Registration Statement and any person controlling the Company Issuer within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Xxxxxx Entities, the Selling Unitholder and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Xxxxxx Entities and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) director nominee of the CompanyGeneral Partner), the officers of the Company, General Partner who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Issuers and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company Issuers contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents (including, without limitation, attorneys) of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter an Initial Purchasers within the meaning of Section 15 of the Securities ActAct and the representations, warranties, indemnities and (b) the indemnity agreement agreements of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement herein shall also be deemed to be for the benefit of the directors directors, officers, employees and agents (including any person whowithout limitation, with his or her consent, is named in the Registration Statement as about to become a directorattorneys) of the Company, Issuers and the officers person or persons who control any of the Company, the employees of the Company and any person controlling the Company Issuers within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company Partnership Parties, the Selling Unitholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Partnership Parties and the Selling Unitholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Underwriter and each person or persons, if any, who control any the Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters Underwriter contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whorespective directors, with his or her consentmanagers and officers of the Partnership Parties and the Selling Unitholders, is named in officers of the General Partner who have signed the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling any of the Company Partnership Parties or the Selling Unitholders within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed the Registration Statement, the employees directors or officers of the Company Selling Stockholder and any person controlling the Selling Stockholder or the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Partnership Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents of the Underwriters each Underwriter and each person or persons, if any, who control any such Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whorespective directors, with his or her consentmanagers and officers of the Partnership Parties, is named in officers of the General Partner who have signed the Registration Statement as about to become a director) of the Company, the officers of the Company, the employees of the Company and any person controlling any of the Company Partnership Parties within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities ActAct and their respective heirs, executors, administrators, successors and assigns and (bB) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities ActAct and their respective heirs, executors, administrators, successors and assigns. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company BreitBurn Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company BreitBurn Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Initial Purchasers and each person or persons, if any, who control controlling any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whoBreitBurn Parties, with his or her consenteach of their respective directors, is named in the Registration Statement as about to become a director) of the Companymanagers, the officers of the Company, the and employees of the Company and any person controlling any of the Company BreitBurn Parties within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company Company, Holdings, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company and Holdings contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, employees and employees agents (including, without limitation, attorneys) of the Underwriters Initial Purchasers and each the person or persons, if any, who control any Underwriter an Initial Purchasers within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of directors of the directors Company, Holdings, officers, employees and agents (including any person whoincluding, with his or her consentwithout limitation, is named in the Registration Statement as about to become a directorattorneys) of the Company, the officers of the Company, the employees of the Company Holdings and any person controlling any of the Company or Holdings within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1512, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the U.S. Underwriters, the Company Company, the Selling Stockholder and their respective personal representative and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company Company, and the Selling Stockholder, contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each U.S. Underwriter and the Underwriters and each person or persons, if any, who control any each U.S. Underwriter within the meaning of Section 15 of the Securities Act, Act and for the benefit of each International Manager (and controlling persons thereof) who offers or sells any shares of Class A Common Stock in accordance with the terms of the Agreement Between U.S. Underwriters and International Managers and (bB) the indemnity agreement of the U.S. Underwriters contained in Section 8(b10.(b), 10.(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whodirectors, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the Company, the and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the MarkWest Parties Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company MarkWest Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, Act and (bB) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters contained in Section 5(b) and Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whorespective directors, with his or her consent, is named in the Registration Statement as about to become a director) managers and officers of the CompanyMarkWest Parties, the officers of the Company, Partnership who have signed the employees of the Company Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Selling Unitholder, the MarkWest Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (aA) the representations, warranties, indemnities and agreements of the Company MarkWest Parties and the Selling Unitholder contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control controls any Underwriter within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange Act and (bB) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters contained in Section 8(b6(c) and Section 9(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person whoSelling Unitholder and the respective directors, with his or her consent, is named in the Registration Statement as about to become a director) managers and officers of the CompanyMarkWest Parties, the officers of the Company, the employees of the Company Partnership who have signed a Registration Statement and any person controlling the Company Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the CompanyCompany and the Selling Stockholders, the officers of the Company, Company who have signed the employees of the Company Registration Statement and any person controlling the Company and the Selling Stockholders within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company Company, the Selling Shareholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b10(c) of this Agreement shall be deemed to be for the benefit of the directors (including any person who, with his or her consent, is named in the Registration Statement as about to become a director) of the Company, the officers of the CompanyCompany who have signed or consented to be included in the Registration Statement, the employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1517, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company BreitBurn Parties and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company BreitBurn Parties contained in this Agreement shall also be deemed to be for the benefit of the Participating Affiliates, directors, officers and employees of the Underwriters Initial Purchasers and each person or persons, if any, who control controlling any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act, Act and (b) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors (including any person whoBreitBurn Parties, with his or her consenteach of their respective directors, is named in the Registration Statement as about to become a director) of the Companymanagers, the officers of the Company, the and employees of the Company and any person controlling any of the Company BreitBurn Parties within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 1513, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.