Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or any underwriter specifically for use in the preparation thereof.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant agrees to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the full extent permitted by law, a Registering Covered Personeach Holder, each affiliate member, limited or general partner thereof, each member, limited or general partner of each such Registering Covered Person and member, limited or general partner, each of their respective directors Affiliates, officers, directors, shareholders, employees, advisors, and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) agents and each other person, if any, Person who controls such seller (within the meaning of the Securities Act (collectively, or the “Indemnified Parties”), Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages damages, liabilities and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)expenses, joint or severalseveral (including reasonable costs of investigation and legal expenses) (each, that arise a “Loss” and collectively “Losses”) arising out of, of or are based upon, upon (1i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto Registration Statement under which such Registrable Securities were registered Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Partnership or any of its subsidiaries including, without limitation, reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement in the case of a material fact contained in any prospectus, any free writing prospectus Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinpreliminary Prospectus, in the light of the circumstances under which they were made, ) not misleadingmisleading or (iii) any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto; provided, that the Partnership shall not be liable to any Indemnified Party in any such case particular indemnified party (A) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense Loss arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, prospectus, any free writing prospectus Registration Statement or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically indemnified party expressly for use in the preparation thereofthereof or (B) to the extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Partnership may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Partnership shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a each Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or suit, action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or any underwriter by a Registering Covered Person specifically for use in the preparation thereof.

Indemnification by the Partnership. In the event The Partnership agrees, notwithstanding termination of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant this Agreement, to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, harmless to the fullest extent permitted by law, a Registering Covered Personeach Holder, each affiliate of such Registering Covered Person their directors, officers, employees, advisors, agents and general or limited partners (and the directors, officers, employees, advisors and agents thereof), their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) Affiliates and each other person, if any, Person who controls such seller (within the meaning of the Securities Act or the Exchange Act) any of such Persons, and each underwriter and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter (collectively, the “Holder Indemnified Parties”), ) from and against any and all losses, claims, damages and liabilities damages, expenses (including, without limitation, legal fees reasonable costs of investigation and fees, disbursements and other expenses charges of counsel, any amounts paid in settlement effected with the Partnership’s consent, which consent shall not be unreasonably withheld or delayed and any costs incurred in connection with enforcing the Partnership’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”) to which any suitsuch Holder Indemnified Party may become subject under the Securities Act, action Exchange Act, any other federal law, any state or proceeding common law or any claim assertedrule or regulation promulgated thereunder or otherwise, insofar as such fees and expenses Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are incurred), joint resulting from or several, that arise arising out ofof or based upon (i) any untrue, or are based uponalleged untrue, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, prospectus or amendment preliminary prospectus (as amended or supplement thereto under which such Registrable Securities were registered supplemented) or any document incorporated by reference in any of the foregoing or resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement in the case of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleadingmisleading or (ii) any violation by the Partnership of the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise incident to any registration, qualification or compliance and in any such case, the Partnership will promptly reimburse each such Holder Indemnified Party for any legal expenses and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding (collectively, a “Claim”); provided, however, that the Partnership shall will not be liable to any Indemnified Party in any such case if and to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense Loss arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such registration statementHolder Indemnified Party in writing specifically for use in any Registration Statement, preliminary prospectus, prospectus, any free writing prospectus or prospectus supplement, as applicable. Such indemnity obligation shall remain in full force and effect regardless of any “issuer information” filed investigation made by or required to be filed pursuant to Rule 433(d) under the Securities Act in respect on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to Securities by such seller or any underwriter specifically for use in the preparation thereofHolder Indemnified Parties.

Indemnification by the Partnership. In The Partnership agrees that in the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article IIAgreement, the Partnership willshall indemnify, and it hereby does, indemnify defend and hold harmlessharmless (a) each holder of Registrable Securities, to (b) the extent permitted by law, a Registering Covered Person, each affiliate Affiliates of such Registering Covered holder and the respective directors, members, stockholders, officers, partners, employees, advisors, representatives, agents of such holder and its Affiliates, (c) each Person who participates as an underwriter or Qualified Independent Underwriter in the offering or sale of such securities and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoingd) and each other person, if any, who controls such seller (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Indemnified Parties”), from and Exchange Act) any of the foregoing against any and all losses, penalties, fines, liens, judgments, claims, damages and or liabilities (including, without limitation, legal fees and other expenses incurred or actions or proceedings in connection with any suit, action or proceeding or any claim asserted, as such fees respect thereof) and expenses are incurred(including reasonable fees of counsel and any amounts paid in settlement effected with the Partnership’s consent, which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages), joint jointly or severalseverally, that arise directly or indirectly, based upon or arising out of, or are based upon, of (1i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or any documents incorporated by reference therein, or any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any related offering, (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make therein; and the statements therein not misleading, or (2) Partnership will reimburse each such indemnified party for any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus legal or any “issuer information” filed other expenses reasonably incurred by them in connection with enforcing its rights hereunder or required to be filed pursuant to Rule 433(d) under the Securities Act underwriting agreement entered into in respect of the Registrable Securitiesconnection with such offering or investigating, preparing, pursuing or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that defending any such loss, claim, damage, liability (or liability, action or proceeding in respect thereof) as such expenses are incurred, except insofar as any such loss, penalty, fine, lien, judgment, claim, damage, liability, action, proceeding or expense arises out of or is based upon any an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such registration statement, any such preliminary prospectus, any final prospectus, summary prospectus, amendment or supplement, document incorporated by reference therein or “free writing prospectus or prospectus” utilized in connection with any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, related offering in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically holder expressly for use in the preparation thereofthereof in accordance with the second sentence of Section 7.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party and shall survive the transfer of such Registrable Securities by such seller.

Indemnification by the Partnership. In the event of any a registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article IIAgreement, the Partnership will, and it hereby does, will indemnify and hold harmlessharmless each Selling Holder thereunder, to the extent permitted by lawits directors, a Registering Covered Personofficers, each affiliate of such Registering Covered Person employees and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) agents and each other personPerson, if any, who controls such seller Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”), from and against any and all losses, claims, damages and damages, expenses or liabilities (including, without limitation, legal including reasonable attorneys’ fees and other expenses incurred in connection with any suitexpenses) (collectively, action or proceeding or any claim asserted, as such fees and expenses are incurred“Losses”), joint or several, that to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (1) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in the Registration Statement, any registration statement preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto under which such Registrable Securities were registered thereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement in the case of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinprospectus supplement, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership shall will not be liable to any Indemnified Party in any such case if and to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense Loss arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter Selling Holder Indemnified Person in writing specifically for use in the preparation Registration Statement, preliminary prospectus, preliminary prospectus supplement, free writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller Registering Covered Person within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Registering Covered Person or other Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information regarding a Registering Covered Person furnished to the Partnership by such Registering Covered Person or other Indemnified Party with respect to such seller or any underwriter specifically for use in the preparation thereof.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, will indemnify and hold harmless, to harmless each of the extent permitted by law, a Registering Covered Personholders of Registrable Securities included in an Exchange Registration Statement, each affiliate of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Registrable Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (1) any upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement Exchange Registration Statement or amendment or supplement thereto Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or (2) other expenses reasonably incurred by them in connection with investigating or defending any untrue statement such action or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingclaim as such expenses are incurred; provided, however, that the Partnership shall not be liable to any Indemnified Party such person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, statement or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by such person expressly for use therein; and, provided further, that the Partnership shall not be liable to any such person, to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission if either (A)(i) such person was required by law to send or deliver, and failed to send or deliver, a copy of the prospectus with respect or prior to delivery of written confirmation of the sale by such person to the person asserting the claims from which such losses, claims, damages or liabilities arise and (ii) the prospectus previously delivered by the Partnership to such seller person would have corrected such untrue statement or any underwriter specifically for use alleged untrue statement or omission or alleged omission, (B)(i) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment to the preparation thereof.prospectus and (ii) having been previously furnished by or on behalf of the Partnership with copies of the prospectus as so amended or supplemented, such person failed to send or deliver a copy of such amendment to the prospectus with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise or

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or any underwriter by a Registering Covered Person specifically for use in the preparation thereof. KKR Holdings may enforce the provisions of this Section 2.6 for, on behalf of or in the name of any Indemnified Party.

Indemnification by the Partnership. In The Partnership agrees that in the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article IIAgreement, the Partnership willshall indemnify, and it hereby does, indemnify defend and hold harmlessharmless (a) each holder of Registrable Securities, to (b) the extent permitted by law, a Registering Covered Person, each affiliate Affiliates of such Registering Covered holder and the respective directors, members, stockholders, officers, partners, employees, advisors, representatives, agents of such holder and its Affiliates, (c) each Person who participates as an underwriter or Qualified Independent Underwriter in the offering or sale of such securities and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoingd) and each other person, if any, who controls such seller (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Indemnified Parties”), from and Exchange Act) any of the foregoing against any and all losses, penalties, fines, liens, judgments, claims, damages and or liabilities (including, without limitation, legal fees and other expenses incurred or actions or proceedings in connection with any suit, action or proceeding or any claim asserted, as such fees respect thereof) and expenses are incurred(including reasonable fees of counsel and any amounts paid in settlement effected with the Partnership’s consent, which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages), joint jointly or severalseverally, that arise directly or indirectly, based upon or arising out of, or are based upon, of (1i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or any documents incorporated by reference therein, or any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any related offering, (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make therein; and the statements therein not misleading, or (2) Partnership will reimburse each such indemnified party for any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus legal or any “issuer information” filed other expenses reasonably incurred by them in connection with enforcing its rights hereunder or required to be filed pursuant to Rule 433(d) under the Securities Act underwriting agreement entered into in respect of the Registrable Securitiesconnection with such offering or investigating, preparing, pursuing or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that defending any such loss, claim, damage, liability (or liability, action or proceeding in respect thereof) as such expenses are incurred, except insofar as any such loss, penalty, fine, lien, judgment, claim, damage, liability, action, proceeding or expense arises out of or is based upon any an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such registration statement, any such preliminary prospectus, any final prospectus, summary prospectus, amendment or supplement, document incorporated by reference therein or “free writing prospectus or prospectus” utilized in connection with any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, related offering in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically holder expressly for use in the preparation thereofthereof in accordance with the second sentence of Section 8.2. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party and shall survive the transfer of such Registrable Securities by such seller.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or any underwriter by a Registering Covered Person specifically for use in the preparation thereof.

Indemnification by the Partnership. In the event The Partnership shall, notwithstanding any termination of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby doesAgreement, indemnify and hold harmlessharmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to the extent permitted by lawperform under a margin call of Partnership Interests), investment advisors and employees (and any other Persons with a Registering Covered Personfunctionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any such seller Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, equityholders, partners, agents and employees (collectivelyand any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the “Indemnified Parties”)fullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without Hou: 3536868.2 limitation, legal fees reasonable attorneys’ fees) and other expenses incurred in connection with any suit(collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are incurred), joint arising out of or several, that arise out of, or are based upon, relating to (1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any registration statement Prospectus or in any amendment or supplement thereto under which such Registrable Securities were registered or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) in the case of any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment Prospectus or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Partnership of the Securities Act, not misleading; providedthe Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that in the Partnership shall not be liable to any Indemnified Party case of (1) above, (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically Holder expressly for use therein, or (ii) in the preparation thereofcase of an occurrence of an event of the type specified in Section 3(c)(iii) through (vi), the use by such Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Partnership shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Partnership has knowledge.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a each Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or any underwriter by a Registering Covered Person specifically for use in the preparation thereof.

Indemnification by the Partnership. In the event The Partnership shall, notwithstanding any termination of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby doesAgreement, indemnify and hold harmlessharmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to the extent permitted by lawperform under a margin call of Partnership Interests), investment advisors and employees (and any other Persons with a Registering Covered Personfunctionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls any such seller Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, equityholders, partners, agents and employees (collectivelyand any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the “Indemnified Parties”)fullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal fees reasonable attorneys’ fees) and other expenses incurred in connection with any suit(collectively, action or proceeding or any claim asserted“Losses”), as such fees and expenses are incurred), joint arising out of or several, that arise out of, or are based upon, relating to (1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any registration statement Prospectus or in any amendment or supplement thereto under which such Registrable Securities were registered or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) in the case of any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment Prospectus or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Partnership of the Securities Act, not misleading; providedthe Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that in the Partnership shall not be liable to any Indemnified Party case of (1) above, (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically Holder expressly for use therein, or (ii) in the preparation thereofcase of an occurrence of an event of the type specified in Section 3(c)(iii) through (vi), the use by such Holder of an outdated or defective Prospectus after the Partnership has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Partnership shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Partnership has knowledge.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities securities of the Partnership under the Securities Act pursuant to this Article IIAgreement, the Partnership will, and it hereby doesdoes agree to, indemnify and hold harmlessharmless the seller of any Registrable Securities covered by such registration statement, to the extent permitted by law, a Registering Covered Personits directors and officers, each affiliate other Person who participates in the offering or sale of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) securities and each other personPerson, if any, who controls such seller seller, within the meaning of the Securities Act (collectivelyAct, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such seller or any such director or officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (1) upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto under which such Registrable Securities were registered thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were a statement is made, not misleadingand the Partnership will reimburse such seller and each such director, officer, and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securitiesfinal prospectus, or summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information regarding such seller furnished by such seller (or any representative of such seller) to the Partnership with respect to such seller in writing or any underwriter electronically specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, will indemnify and hold harmless, to harmless each of the extent permitted by law, a Registering Covered Personholders of Registrable Securities included in an Exchange Registration Statement, each affiliate of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Registrable Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (1) any upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement Exchange Registration Statement or amendment or supplement thereto Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or (2) other expenses reasonably incurred by them in connection with investigating or defending any untrue statement such action or alleged untrue statement of a material fact contained in any prospectusclaim as such expenses are incurred; PROVIDED, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedHOWEVER, that the Partnership shall not be liable to any Indemnified Party such person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller or any underwriter specifically person expressly for use in the preparation thereoftherein.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, will indemnify and hold harmless, to harmless each of the extent permitted by law, a Registering Covered Personholders of Registrable Securities included in an Exchange Registration Statement, each affiliate of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Registrable Securities Act (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (1) any upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement Exchange Registration Statement or amendment or supplement thereto Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Partnership to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or (2) other expenses reasonably incurred by them in connection with investigating or defending any untrue statement such action or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingclaim as such expenses are incurred; provided, however, that the Partnership shall not be liable to any Indemnified Party such person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, statement or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Partnership by such person expressly for use therein; and, provided further, that the Partnership shall not be liable to any such person, to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission if either (A)(i) such person was required by law to send or deliver, and failed to send or deliver, a copy of the prospectus with respect or prior to delivery of written confirmation of the sale by such person to the person asserting the claims from which such losses, claims, damages or liabilities arise and (ii) the prospectus previously delivered by the Partnership to such seller person would have corrected such untrue statement or any underwriter specifically alleged untrue statement or omission or alleged omission, (B)(i) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment to the prospectus and (ii) having been previously furnished by or on behalf of the Partnership with copies of the prospectus as so amended or supplemented, such person failed to send or deliver a copy of such amendment to the prospectus with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise or (C)(i) such person disposed of Registrable Securities to the person asserting the claim from which such losses, claims, damages or liabilities arise pursuant to an Exchange Registration Statement or Shelf Registration Statement and sent or delivered, or was required by law to send or deliver, a prospectus to such person in connection with such disposition, (ii) such person received a suspension notice as provided in Sections 3(b)(iii)(C) through (E) and 3(c)(viii)(C) through (E) hereof in writing at least one Business Day prior to the date of such disposition and (iii) such untrue statement or alleged untrue statement or omission or alleged omission was the reason for use in the preparation thereofsuch suspension notice.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant to this Article II, the Partnership will, and it hereby does, will indemnify and hold harmlessharmless each Underwriter, to the extent permitted by lawdirectors, a Registering Covered Personofficers, employees, affiliates and selling agents of each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) Underwriter and each other person, if any, person who controls such seller any Underwriter within the meaning of the Securities Act (collectively, or the “Indemnified Parties”), from and Exchange Act against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (1) any upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any registration statement Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectusthereto, any free writing prospectus Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable SecuritiesAct, or amendment arise out of or supplement thereto, or any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Registration Statement, prospectusthe Basic Prospectus, any free writing prospectus Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Partnership with respect to such seller or by any underwriter specifically Underwriter through Xxxxx Fargo Securities, LLC expressly for use in the preparation thereoftherein.

Indemnification by the Partnership. In The Partnership agrees that from and after the event of any registration of any Registrable Securities of the Partnership under the Securities Act pursuant to this Article II, the Partnership will, and Closing it hereby does, will indemnify and hold harmlessharmless each Investor, to the extent permitted by lawpartners, a Registering Covered Personmembers, officers and directors of each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) Investor and each other person, if any, who controls such seller Investor within the meaning of the Securities Act (collectively, or the “Indemnified Parties”)Exchange Act, from and against any and all losses, claims, damages and or liabilities to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred or actions or proceedings in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that respect thereof) arise out of, or are based upon, (1) any breach of this Agreement by the Partnership, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any registration statement amendment thereof or any related Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, the Resale Registration Statement or supplement thereto under which such Registrable Securities were registered any subsequent registration statement, preliminary prospectus, or prospectus filed pursuant to the Resale Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or arise out of any failure by the Partnership to fulfill any undertaking included in the Registration Statement, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus or in any supplement thereto or amendment thereof, or the Resale Registration Statement, and the Partnership will, as incurred, reimburse such Investor, partner, member, officer, director or controlling person for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Partnership shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereofcollectively, “Damage”) or expense arises out of of, or is based upon any upon, an untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, prospectusPreliminary Prospectus or the Prospectus, or in any free writing prospectus supplement thereto or amendment thereof, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement theretoResale Registration Statement, in reliance upon and in conformity with written information furnished to the Partnership with respect to by or on behalf of such seller Investor, partner, member, officer, director or any underwriter controlling person specifically for use in preparation of the preparation thereofRegistration Statement, Preliminary Prospectus or the Prospectus or any Resale Registration Statement, or any breach of this Agreement by such Investor; and provided further, however, that the Partnership shall not be liable to any Investor of Registrable Securities (or any partner, member, officer, director or controlling person of such Investor) to the extent that any such Damage is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) such Investor failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale by such Investor to the person asserting the claim from which such Damage resulted and (B) the final prospectus corrected such untrue statement or omission prior to the delivery of written confirmation of the sale by such Investor to the person asserting such claim, (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Partnership with copies of the prospectus as so amended or supplemented, such Investor thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities to the person asserting the claim from which such Damage resulted or (iii) such Investor sold Registrable Securities in violation of such Investor’s covenants contained in Exhibit C of this Agreement.

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant shall, without limitation as to this Article II, the Partnership will, and it hereby doestime, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registering Covered PersonRegistration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each of them, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls each such seller holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person (collectively, the “Unitholder Indemnified PartiesPersons”), from and against any and all losses, claims, damages and liabilities damages, liabilities, costs (including, without limitation, legal costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any suitinvestigation or Proceeding), action or proceeding or any claim assertedexpenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as such fees and expenses are incurred), joint arising out of or several, that arise out of, or are based upon, upon (1i) any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement Prospectus, offering circular or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingother document (including, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectuswithout limitation, any related Registration Statement, “issuer free writing prospectus or any prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of Act, notification or the Registrable Securitieslike) incident to any such registration, qualification, or amendment or supplement theretocompliance, or (ii) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , or (iii) any violation by the Partnership of the Securities Act or state securities or Blue Sky laws or, in each case, any rule or regulation thereunder applicable to the Partnership and relating to action or inaction required of the Partnership in connection with any such registration, qualification, or compliance, and will reimburse each such Unitholder Indemnified Person for any legal and other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided, however, that the Partnership shall will not be liable to any Indemnified Party in any such case to the extent that any such claim, loss, claim, damage, liability (or action or proceeding in respect thereof) liability, or expense arises out of or is based upon on any untrue statement or omission by such holder or underwriter, but only to the extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made in such registration statementRegistration Statement, prospectusProspectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securitiesoffering circular, or amendment or supplement thereto, other document in reliance upon and in conformity with written information furnished to the Partnership with respect to by such seller holder or any underwriter specifically for use in connection with the preparation thereofof such Registration Statement, Prospectus, offering circular or other document. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Partnership (which consent shall not be unreasonably withheld). The Partnership also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Unitholder Indemnified Persons in this Section 7(a).

Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the The Partnership under the Securities Act pursuant agrees to this Article II, the Partnership will, indemnify each Purchaser and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act its Representatives (collectively, the “Purchaser Indemnified Parties”)) from costs, from losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless against any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for, any and all costs, losses, claimsdamages, damages and liabilities or expenses of any kind or nature whatsoever (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any Purchaser Indemnified Party in any such case to the extent that any may incur, whether or not involving a Third-Party Claim, insofar as such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of of, or is based upon upon, (a) the failure of any untrue statement of the representations or alleged untrue statement or omission or alleged omission warranties made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required by the Partnership contained herein to be filed pursuant to Rule 433(dtrue and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.07, Section 3.10 Section 3.12 or Section 3.13 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) under the Securities Act in respect when made as of the Registrable Securitiesdate hereof or (b) the breach of any covenants of the Partnership contained herein, or amendment or supplement theretoprovided that, in reliance the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty; provided further that (x) for purposes of determining when an indemnification claim has been made, the date upon and which a Purchaser Indemnified Party shall have given notice (stating in conformity with written information furnished reasonable detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made and (y) the aggregate liability of the Partnership (i) to each Purchaser pursuant to this Section 5.01 shall not be greater in amount than such Purchaser’s respective Funding Obligation and (ii) to all Purchasers pursuant to this Section 5.01 shall not exceed the Total Funding Obligation. To the fullest extent permitted by Law, no Purchaser Indemnified Party shall be entitled to recover indirect, exemplary, speculative or punitive damages under this Section 5.01; provided, however, that such limitation shall not prevent any Purchaser Indemnified Party from recovering under this Section 5.01 for any such damages to the extent that such damages are payable to a third party in connection with respect to such seller or any underwriter specifically for use in the preparation thereofThird-Party Claims.