Each Board Observer and Highstar Designated Director shall agree to maintain the confidentiality of all Confidential Information (as such term is defined in the terms of the confidentiality agreement attached hereto as Annex A (the “ Confidentially Agreement ”) and to enter into, comply with, and be bound by, in all respects, the terms and conditions of the Confidentiality Agreement; provided , however , upon request from a Purchaser Group Member, a Board Observer or Highstar Designated Director may provide, such Confidential Information to such Purchaser Group Member; provided that such Purchaser Group Member has agreed to comply with and be bound by, in all respects, the Confidentiality Agreement. For the avoidance of doubt, the recipient of such Confidential Information from a Board Observer or Highstar Designated Director may further provide such information to (i) any other Purchaser Group Member and (ii) any legal counsel that has been engaged by such recipient to discuss such matters or information; provided , that any such recipient in clause (i) or (ii) agrees and acknowledges in writing that they are bound by the provisions of the Confidentiality Agreement. For purposes of this Agreement, “ Affiliates ” shall have the same meaning ascribed therefor in Amendment No. 5. For purposes of this Agreement, (i) the NGL Entities, on the one hand, and the Purchaser Group Members, on the other hand, shall not be considered Affiliates solely by virtue of such Purchaser Group Members holding Preferred Units or Warrants and (ii) any fund or account managed, advised or sub-advised, directly or indirectly, by any Purchaser or the direct or indirect equity owners, including any limited partners, of any Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser. The Purchasers, severally and not jointly, agree to indemnify the NGL Entities from any and all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever arising from the breach by a Board Observer or Highstar Designated Director of the confidentiality obligations under the Confidentiality Agreement or this Section 5(a) .