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 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 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, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 Partnership Parties Entities 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 Partnership Parties Entities 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 of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 Partnership 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company and the Underwriters contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters or the Company and each person or persons, if any, who control any Underwriter or the Company 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 PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Investment Adviser, 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 Partnership Parties Company and the Investment Adviser 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 the Underwriters 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 Board of Directors of the General PartnerCompany, the officers and employees of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Investment Adviser, 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 Partnership Parties Company and the Investment Adviser 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 the Underwriters 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 Board of Directors of the General PartnerCompany, the officers and employees of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 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 Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, agents 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(b7(b) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerPartnership, the officers of the General Partner Partnership who have signed the Registration Statement and any person controlling the 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 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 UnderwritersUnderwriter, the Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Partnership, the General Partner, 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 Partnership BreitBurn 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 controlling 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, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 Partnership Parties Entities 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 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 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 of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 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 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(b7(b) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerPartnership, the officers of the General Partner Partnership who have signed the Registration Statement and any person controlling the 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 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 Partnership 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 Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the affiliates, directors, officers officers, members 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 hereof shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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, Underwriters and the Partnership Parties and their respective successorsParties. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (Aa) the representations, warranties, indemnities indemnitees and agreements of the 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 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 of the General Partner, the officers of the General Partner who signed the Registration Statement who have signed the Registration Statement and any person controlling the 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 Partnership Parties 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 Partnership Parties Company and the Selling Stockholder 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 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 directors, officers and employees of the General Partner, the officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties 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 Partnership Parties Company, FICV 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 Partnership Parties Company and FICV 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 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(b9(b) of this Agreement shall be deemed to be for the benefit of the directors directors, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Guarantors and any person controlling the Partnership Parties 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 Agreement shall inure to the benefit of and be binding upon the Underwriters, the Partnership Parties 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 Partnership Parties 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 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 of the General PartnerCompany, the officers and Selling Shareholders of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company within the meaning of Section 15 of the Securities Act and 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 Partnership Parties 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 Partnership Parties 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 indemnitees and agreements of the Partnership Parties Company and the Selling Stockholder 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 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 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 Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, agents 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(b7(b) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerPartnership Parties, the officers of the General Partner Partnership Parties who have signed the Registration Statement and any person controlling the 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, Underwriters and the Partnership Parties Transaction Entities 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 Partnership Parties 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(b10(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerTransaction Entities, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company or the 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 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 Partnership Parties 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 Partnership Parties 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 directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Underwriters, the Partnership Parties Company, the Investment Adviser, 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 Partnership Parties Company and the Investment Adviser 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) 9 of this Agreement shall be deemed to be for the benefit of the directors Board of Directors, officers and employees of the General Partner, the officers of the General Partner Company who have signed the Registration Statement and the Investment Adviser and any person controlling the Partnership Parties Company or the Investment Adviser 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 Partnership Parties Company, the Subsidiaries that are parties hereto 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 Partnership Parties Company and the applicable Subsidiaries contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each Underwriter and 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 PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 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 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 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 of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 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 Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, agents 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(b7(b) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerPartnership, the officers of the General Partner Partnership who have signed the Registration Statement and any person controlling the 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 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 UnderwritersUnderwriter, the Partnership Parties Company, WP X, WP Partners 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 Partnership Parties Company, WP X and WP Partners 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company within the meaning of Section 15 of the Securities Act, WP X and WP Partners. 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 Partnership Parties 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 Partnership Parties 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Investment Adviser, 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 Partnership Parties Company and the Investment Adviser 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 the Underwriters within the meaning of Section 15 of the Securities 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 Board of Directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 the Partnership Parties 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 and each person or persons, if any, who control any either 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of any Underwriter, and 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 directors, officers and employees of the General PartnerCompany, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties 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, 14 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 Partnership Parties 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 the Partnership Parties 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 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities 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 of the General PartnerCompany and the Guarantors, the officers of the General Partner who have signed Company and the Registration Statement Guarantors and any person controlling the Partnership Parties 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 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 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 the Underwriters 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 and managers of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling any of the 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 Partnership Parties 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 Partnership Parties 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(b) of this Agreement shall be deemed to be for the benefit of the Selling Stockholders, directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 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(b9(b) of this Agreement shall be deemed to be for the benefit of the directors directors, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Guarantors and any person controlling the Partnership Parties 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 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 Partnership Parties Company, 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company 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 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 and managers of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Parent 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 Partnership Parties Company and the Parent 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 of the General PartnerCompany and the Parent, the officers of the General Partner Company or the Parent who have signed the Registration Statement and any person controlling the Partnership Parties Company or the Parent 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 Partnership Parties Loews 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 Partnership Loews 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 (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 of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties General Partner 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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, Underwriters and the Partnership Parties Transaction Entities 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 Partnership Parties 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) 9 of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerTransaction Entities, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Transaction Entities 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 UnderwritersPlacement Agents, the Partnership 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters Placement Agents and each person or persons, if any, who control any Underwriter the Placement Agents within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Underwriters Placement Agents contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 herein. The term “successors” as used in this Section 12 shall not include any of the Investors.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the General Partner, the 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 General Partner and the 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 personsperson, if any, who control any controls 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 hereof shall also be deemed to be for the benefit of the directors of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling each person, if any, who controls the General Partner or the 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 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 Partnership Parties Transaction Entities, 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 Partnership Parties Transaction Entities contained in this Agreement shall also be deemed to be for the benefit of the directors, directors and officers and employees of the Underwriters and each any person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act and (Bb) 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, the and officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Transaction Entities 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 UnderwritersRemarketing Agent, the Partnership 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 (Ax) the representations, warranties, indemnities and agreements of the Partnership Parties 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 the Remarketing Agent within the meaning of Section 15 of the Securities Act and (By) the representations, warranties, indemnity and agreement of the Underwriters Remarketing Agent contained in Section 8(b6(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement as defined in Section 2(b)(II)(A) of this Agreement and any person controlling the Partnership Parties 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 herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the 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 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 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 of the General PartnerPartnership Parties, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 Partnership SLG Parties 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 Partnership SLG Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, directors and officers and employees of the Underwriters and each any person or persons, if any, who control any Underwriter the Underwriters 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 of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership SLG 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 Partnership Parties Transaction Entities 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 Partnership Parties Transaction Entities 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 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 trustees of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Purchasers, the Partnership Parties Issuers 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 Partnership Parties Issuers contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and officers, employees of the Underwriters Initial Purchasers and each person or persons, if any, who control any Underwriter Initial Purchasers within the meaning of Section 15 of the Securities 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 of the General Partnerdirectors, the officers of the General Partner who have signed the Registration Statement officers, employees and any person controlling the Partnership Parties 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 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 Purchaser, the Partnership 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 Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the affiliates, directors, officers and employees of the Underwriters Initial Purchaser and each person or persons, if any, who control any Underwriter controlling the Initial Purchaser within the meaning of Section 15 of the Securities Act and (Bb) the indemnity agreement of by the Underwriters contained Initial Purchaser in Section 8(b) of this Agreement shall be deemed 8 will inure to be for the benefit of the Company’s officers, employees, directors of and controlling persons to the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties within the meaning of extent provided in such Section 15 of the Securities Act8. 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 Partnership Parties 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 Partnership Parties Company and 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 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(b7(b) of this Agreement shall be deemed to be for the benefit of the affiliates, directors of the General PartnerCompany, the officers of the General Partner who have signed the Registration Statement Guarantors and any person controlling the Partnership Parties 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 15, 14 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 Partnership Hi-Crush 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 Partnership Hi-Crush 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 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 of the General PartnerPartnership Parties, the officers of the General Partner Partnership Parties and the Sponsor who have signed the Registration Statement and any person controlling the 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 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 Underwrites 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties Company and the Selling Shareholders contained in this Agreement shall also be deemed to be for the benefit of each officer, employee or director of an Underwriter and 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(b11(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company within the meaning of Section 15 16 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 Partnership Company Parties 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 Partnership Company 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 of the Underwriters 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Crosstex 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 Partnership Crosstex 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 PartnerCrosstex Parties, the officers of the General Partner Crosstex Parties who have signed the Registration Statement and any person controlling the Partnership Crosstex 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 Partnership Parties Company, the Selling Stockholder 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 Partnership Parties 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 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Guarantor and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (Ai) the representations, warranties, indemnities and agreements in Section 9 hereof of the Partnership Parties Company and the Guarantor contained in this Agreement shall also be deemed to be for the benefit of the directorsofficers, officers directors 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 and (Bii) the indemnity agreement indemnities and agreements in Section 9 hereof of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors directors, trustees, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Guarantor and any person controlling the Partnership Parties Company or the 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 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 each Underwriter and each person or persons, if any, who control any controls such 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Trust and their 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 Partnership Parties Company and the Trust contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each Initial Purchaser and the Underwriters and each person or persons, if any, who control any Underwriter each Initial Purchaser within the meaning of Section 15 of the Securities Act and (By) 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 directors, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Trust and any person controlling the Partnership Parties Company or the Trust 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 UnderwritersInitial Purchaser, the Partnership Parties 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 Partnership Parties 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 Purchaser and each person or persons, if any, who control any Underwriter controlling the Initial Purchaser within the meaning of Section 15 of the Securities 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 of the General Partner, the and officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties 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 herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Partnership CDM 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 Partnership CDM 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 (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 and managers of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling any of the Partnership CDM 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 each Underwriter and the Underwriters and each person or persons, if any, who control any each 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 directors, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Selling Shareholder and any person controlling the Partnership Parties Company or the 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 UnderwritersUnderwriter, the Partnership Parties 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 Partnership Parties Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the affiliates, 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(b) of this Agreement shall be deemed to be for the benefit of the directors affiliates, directors, officers, employees of the General Partner, the officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties 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 Partnership Crosstex 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 Partnership Crosstex 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(b9(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCrosstex Parties, the officers of the General Partner Crosstex Parties who have signed the Registration Statement and any person controlling the Partnership Crosstex 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 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 Partnership Parties 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 Partnership Parties Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each Initial Purchaser and the Underwriters and each person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act and (B) 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 of the General Partner, the and officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties 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 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 Partnership Parties 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 Partnership Parties 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 Act, and (Bb) 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 PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company and the Selling Stockholder contained in this Agreement shall also be deemed to be for the benefit of the directors, directors and officers of any Underwriter and employees of the Underwriters and each any 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 and (Bb) 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 directors, officers and employees of the General PartnerCompany and the Selling Stockholders, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership 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 Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the affiliates of each Underwriter, the respective officers, directors, officers employees and employees agents of the Underwriters each Underwriter and its affiliates, and each person or personsperson, if any, who control controls any Underwriter within the meaning of Section 15 of the Securities Act and (Bb) the representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 8(b6(b) of this Agreement shall be deemed to be for the benefit of the directors directors, officers and employees of the General PartnerCompany, the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties Company 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 Partnership Parties Company, the Adviser, 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 Partnership Parties Company, KACALP and the Adviser 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 the Underwriters 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 Board of Directors of the General PartnerCompany, the officers and employees of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Purchasers, the Partnership Parties 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 (Ai) the representations, warranties, indemnities and agreements of the Partnership Parties 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 person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act and (Bii) the indemnity agreement representations, warranties, indemnities and agreements of the Underwriters Initial Purchasers contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of each of the General PartnerCompany or the Guarantors, the officers of each of the General Partner who have signed Company and the Registration Statement Guarantors and any person controlling the Partnership Parties 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 herein.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Partnership Parties 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 Partnership Parties 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 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriters (including, to the extent applicable, the Partnership Parties QIU), the 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 Partnership Parties 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(b11(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company within the meaning of Section 15 17 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 Partnership Parties 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 Partnership Parties 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 14 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company 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 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 Partnership Parties Company, Tesoro, 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 (Ax) the representations, warranties, indemnities and agreements of the Partnership Parties Company, Tesoro 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 and (By) 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 of the General Partner, the and officers of the General Partner who have signed the Registration Statement Tesoro and any person controlling the Partnership Parties Tesoro 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 Partnership 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties Company and its subsidiaries 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 and the General Partner, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Company, the General Partner or the Operating 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 UnderwritersInitial Purchasers, the Partnership Parties 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 Partnership Parties Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each Initial Purchaser and the Underwriters and each person or persons, if any, who control any Underwriter Initial Purchaser within the meaning of Section 15 of the Securities Act and (B) 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 of the General Partner, the and officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties Company 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 Partnership Parties 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 Partnership Parties Company and the Selling Stockholder contained in this Agreement shall also be deemed to be for the benefit of the affiliates, 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(b10(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 each Underwriter, the Underwriters and each person or persons, if any, who control any each Underwriter within the meaning of Section 15 of the Securities Act and the Xxxxxx Brothers Entities 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 directors, officers and employees of the General Partner, the officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties 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 Partnership NRP 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 Partnership NRP 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 PartnerNRP Parties, the officers of the General Partner NRP Parties who have signed the Registration Statement and any person controlling the Partnership NRP 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 Partnership Parties 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 Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the affiliates, 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 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 Partnership Parties contained in this Agreement shall also be deemed to be for the benefit of the directors, officers officers, agents 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(b7(b) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerPartnership Parties, the officers of the General Partner Partnership Parties who have signed the Registration Statement and any person controlling the 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 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 UnderwritersUnderwriter, the Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 Underwriter and each person or persons, if any, who control any controls 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(b10(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties Company, the Principal Subsidiary 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 Partnership Parties Company and the Principal Subsidiary 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 PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Partnership Alliance 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 Partnership Alliance 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(c) of this Agreement shall be deemed to be for the benefit of the directors and managers of the General PartnerAlliance Parties, the officers of the General Partner Alliance Parties who have signed the Registration Statement and any person controlling the Partnership Alliance 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 Partnership Parties 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 Partnership Parties 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 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(b8(c) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Parties 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 Partnership Parties 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 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 and (B) the any indemnity agreement of the Underwriters Initial Purchaser contained in Section 8(b7(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner, the and officers of the General Partner who have signed the Registration Statement Company and any person controlling the Partnership Parties Company 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 1511, 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 Partnership Parties 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 Partnership Parties 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 persons controlling 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 of the General PartnerCompany and the Selling Stockholders, the officers of the General Partner who have signed Company and the Registration Statement Selling Stockholders and any person controlling the Partnership Parties Company or 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 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 Partnership Parties 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 (A) the representations, warranties, indemnities and agreements of the Partnership Parties 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 each person or persons, if any, who control any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act Act, and the directors and officers of the Underwriters 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 and persons entitled to indemnification pursuant to Section 11, 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 Partnership Parties 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 indemnitees and agreements of the Partnership Parties Company and the Selling Stockholder 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 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 of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership 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 (Ax) the representations, warranties, indemnities and agreements of the Partnership Parties Company contained in this Agreement shall also be deemed to be for the benefit of the officers, directors, officers employees and employees agents 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 and (By) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b9(b) of this Agreement shall be deemed to be for the benefit of the officers and directors of the General PartnerCompany and the person or persons, if any, who control the officers of the General Partner who have signed the Registration Statement and any person controlling the Partnership Parties 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.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Partnership Parties Company, the Trust and their 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 Partnership Parties Company and the Trust contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of each Initial Purchaser and the Underwriters and each person or persons, if any, who control any Underwriter each Initial Purchaser within the meaning of Section 15 of the Securities Act and (By) the indemnity agreement of the Underwriters Initial Purchasers contained in Section 8(b8.(b) of this Agreement shall be deemed to be for the benefit of the directors directors, officers and employees of the General Partner, Company and the officers of the General Partner who have signed the Registration Statement Trust and any person controlling the Partnership Parties Company or the Trust 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 Partnership Parties 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 Partnership Parties 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(b) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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 Partnership Crosstex 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 Partnership Crosstex 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(b9(b) of this Agreement shall be deemed to be for the benefit of the directors of the General Partner, the officers of the General Partner who have signed the Registration Statement and any person controlling the 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 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, Underwriters and the Partnership Parties Transaction Entities 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 Partnership Parties 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(b11(d) of this Agreement shall be deemed to be for the benefit of the directors of the General PartnerTransaction Entities, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties Company or the 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 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 Partnership 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 Partnership Parties 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 Act, and (Bb) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement and the other agreements of the Underwriters contained in this Agreement shall be deemed to be for the benefit of the directors of the General PartnerCompany, the officers of the General Partner Company who have signed the Registration Statement and any person controlling the Partnership Parties 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.