Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Pro Forma Liquidity and Capital Resources—New Credit Facility,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Predecessor Liquidity and Capital Resources—Predecessor Credit Facility,” “Business—Environmental Matters and Regulation,” “Business—Legal Proceedings,” “Our Cash Distribution PolicyManagement,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “U.S. Federal Income Tax ConsiderationsThe Partnership Agreement” and “Material Tax ConsiderationsConsequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Amended and Restated Partnership Entities’ Organizational Documents Agreement, the A&R General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party TransactionsSeries A Preferred Stock,” “Description of Common Units,Capital Stock” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “Risk Factors—Risks Related to Our REIT Status and Certain Other Tax Considerations,” “Risk Factors—Risks Related to Our Company—Maintaining an exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Item 3. Legal Proceedings” and “Item 13. Certain Relationships and Related Transactions and Director Independence”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesRisk Factors¾Risks Related to Our Intellectual Property,” “Business—Environmental Matters Governmental Regulation and RegulationProduct Approval,” “Business—Patents and Proprietary Rights,” “Business-Legal Proceedings,” “Our Cash Distribution PolicyDescription of Capital Stock,” “Certain Relationships Executive Compensation¾Stock and Related Party TransactionsBenefit Plans,” “Description of Common Units,” “U.S. Federal Income Tax ConsiderationsExecutive Compensation¾Employment Agreements and Severance Agreements” and “Material United States Tax ConsiderationsConsequences for Non-U.S. Stockholders,” and the information in the Registration Statement under Item 14, in each case to the extent that it the description provided constitutes summaries of legal matters, agreements, documents or proceedings, are accurate and fair summaries of provisions of any of the Partnership Entities’ Organizational Documents or any other instruments or such legal matters, agreements, summaries of legal documents or proceedings, or legal conclusions, is correct in all material respectsas the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as requiredrequired by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors—Liquidity and Capital ResourcesRisks Related to Our Organizational Structure,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution PolicyOrganizational Structure,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsCapital Stock,” “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders,” and “Tax Considerations,” the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership EntitiesCarvana Parties’ Organizational Documents charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Management’s Discussion Our Cash Distribution Policy and Analysis Restrictions on Distributions,” “Provisions of Financial Condition our Partnership Agreement Relating to Cash Distributions and Results of Operations—Liquidity and Capital Resourcesthe Management Incentive Fee,” “Business—Environmental Matters and Regulation,” “Legal ProceedingsBusiness—Other Regulation of the Oil and Natural Gas Industry,” “Our Cash Distribution PolicyManagement,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “U.S. Federal Income Tax ConsiderationsThe Partnership Agreement,” and “Material Tax Considerations,Consequences” (and any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Statutory Prospectus and the Prospectus (i) under the captions “Management’s Discussion Provisions of our Partnership Agreement Relating to Cash Distributions and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policythe Management Incentive Fee,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “U.S. Federal Income Tax ConsiderationsThe Partnership Agreement,” and “Material Tax ConsiderationsConsequences” and (ii) incorporated by reference from the Partnership’s Annual Report on Form 10-K under the captions “Business—Environmental and Occupational Safety and Health Matters,” “Business—Other Regulation of the Oil and Natural Gas Industry” (and any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions contained in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal ProceedingsTax Risks to Common Unitholders,” “Our Cash Distribution PolicyPolicy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Business—Government Regulation,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “U.S. Federal Income Tax ConsiderationsThe Partnership Agreement” and “Material Tax ConsiderationsConsequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Prospectus Summary—Operating and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesRegulatory Structure,” “BusinessDescription of Capital Stock” and “Material U.S. Federal Income Tax Considerations,” the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 under the captions “Risk Factors—Environmental Matters Risks Related to Our REIT Status and RegulationCertain Other Tax Considerations,” “Legal ProceedingsRisk Factors—Risks Related to Our Company—Avoiding the need to register under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Our Cash Distribution Policy,Item 3. Legal Proceedings” and “Item 13. Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax Considerations,” Director Independence”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “The Partnership Agreement,” “Material U.S. Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax ConsiderationsConsiderations Supplement” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2014 under “Risk Factors—Tax Risks to Common Unitholders,” “Certain Relationships and Related Transactions and Director Independence” and “Business—Government Regulation” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementDescription of Capital Stock,” and “Tax Considerations” and the information in the Company’s Discussion Annual Report on Form 20-F for the fiscal year ended December 31, 2013 under the captions “Service of Process and Analysis Enforcement of Financial Condition Liabilities”, “Business Overview—Environmental and Results of Operations—Liquidity and Capital Resourcesother Regulations,” “BusinessMajor Shareholders and Related Party Transactions—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsFinancial Information—Legal Proceedings,” “U.S. Federal Income Tax ConsiderationsAdditional Information—Share Capital,” “Additional Information—Articles of Incorporation and Bylaws,” and “Tax ConsiderationsAdditional Information—Exchange Controls and Other Limitations Affecting Stockholders,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactionsthe Series D Preferred Stock,” “Description of Common Units,” “U.S. Federal Income Tax ConsiderationsStock and Preferred Stock” and “Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “Risk Factors—Tax Risks,” “Risk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Item 3. Legal Proceedings” and “Item 13. Certain Relationships and Related Transactions and Director Independence”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “The Partnership Agreement,” “Material U.S. Federal Income Tax Considerations,” and “Material Tax Considerations” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2013 under “Risk Factors—Tax Risks to Common Unitholders,” “Certain Relationships and Related Transactions and Director Independence” and “Business—Government Regulation” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters Intellectual Property,” “Business—Manufacturing and Supply,” “Business—Governmental Regulation,” “Business—Properties,” “Business—Legal Proceedings,” “Our Cash Distribution PolicyExecutive Compensation—Employment Agreements with Executive Officers,” “Executive Compensation—Equity Benefit Plans,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsCapital Stock,” “Material U.S. Federal Income Tax ConsiderationsConsequences to Non-U.S. Holders of our Common Stock,” and “Tax Considerations,Shares Eligible for Future Sale” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be, in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Tax Consequences” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Policies—Regulated Operations” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Class D Preferred Units,” “U.S. Federal Income Material Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters Business – Patents and Proprietary Information,” “Business – Corporate Restructuring,” “Business – Collaborations and In-License Relationships,” “Business – Government Contracts,” “Business – Government Regulation,” “Legal Proceedings,” “Our Cash Distribution PolicyEquity Compensation Plan Information,” “Certain Relationships or Related Transactions, and Related Party TransactionsDirector Independence,” “Description Descriptions of Common UnitsStock, Preferred Stock and Depositary Shares,” “U.S. Federal Income Tax Considerations” and “Tax ConsiderationsDescription of Capital Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included (i) in, or incorporated by reference in into, the Pre-Pricing Prospectus Registration Statement and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesRisk Factors,” “Description of Common Stock” and “Certain Material U.S. Federal Income Tax Considerations,” (ii) in the Company’s annual report on Form 10-K, filed with the Commission on March 2, 2022, under the caption “Item 1. Business—Environmental Matters and –Regulation,” which is incorporated by reference into each of the Registration Statement and the Prospectus, and (iii) in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 8, 2022, under the caption “Legal Proceedings,” “Our Cash Distribution Policy,” “Proposal 1: Election of Directors – Certain Relationships and Related Party Transactions,” “Description which is incorporated by reference into each of Common Units,” “U.S. Federal Income Tax Considerations” the Registration Statement and “Tax Considerations,” the Prospectus, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.; provided, however, that the Company will file a form of this Agreement and/or the Alternative Sales Agreement under cover of a Current Report on Form 8-K.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party TransactionsOrganizational Structure,” “Description of Common UnitsCapital Stock,” “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders,” and “Tax Considerations,” the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership EntitiesCarvana Parties’ Organizational Documents charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementDescription of Capital Stock,” and “Tax Considerations” and the information in the Company’s Discussion Annual Report on Form 20-F for the fiscal year ended December 31, 2012 under the captions “Service of Process and Analysis Enforcement of Financial Condition Liabilities”, “Business Overview—Environmental and Results of Operations—Liquidity and Capital Resourcesother Regulations,” “BusinessMajor Shareholders and Related Party Transactions—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsFinancial Information—Legal Proceedings,” “U.S. Federal Income Tax ConsiderationsAdditional Information—Share Capital,” “Additional Information—Articles of Incorporation and Bylaws,” and “Tax ConsiderationsAdditional Information—Exchange Controls and Other Limitations Affecting Stockholders,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions Table of Contents “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in (A) the Base Prospectus under the caption “Description of Capital Stock,” (B) the Pre-Pricing Prospectus and the Prospectus under the captions “Market Price, Dividends and Dividend Policy,” and “Certain Material United States Federal Income and Estate Tax Consequences for Non-U.S. Holders,” and (C) the Registration Statement in Item 15, in each case fairly and accurately summarize in all material respects such matters, documents or proceedings. The information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the captions “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations – Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all . All descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital ResourcesStock,” “Business—Environmental Matters Material U.S. Federal Income Tax Considerations for Non-U.S. Holders” and “Underwriting; Conflicts of Interest,” the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the caption “Business- Canadian Hazardous Waste Regulation,” “Legal Proceedings,” and “Our Cash Distribution Policythe information in each of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013, under the caption “Legal Proceedings,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Considerations for Non-US Holders” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Policies—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations – Liquidity and Capital Resources,” “Business—Environmental Matters Business – Intellectual Property,” “Business – Manufacturers and Suppliers,” “Business – Governmental Regulation,” “Business – Properties,” “Business – Legal Proceedings,” “Our Cash Distribution PolicyCompensation Discussion and Analysis –Employment Agreements with Executive Officers,” “ Compensation Discussion and Analysis – Equity Benefit Plans,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsCapital Stock,” “Material U.S. Federal Income Tax ConsiderationsConsequences to Non-U.S. Holders of our Common Stock,” and “Tax Considerations,Shares Eligible for Future Sale” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be, in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactionsthe Series D Preferred Stock,” “Description of Common Units,” “U.S. Federal Income Tax ConsiderationsStock and Preferred Stock” and “Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “Risk Factors—Tax Risks,” “Risk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Item 3. Legal Proceedings” and “Item 13. Certain Relationships and Related Transactions and Director Independence”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital Resourcesthe Notes,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Underwriting” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “Risk Factors—Tax ConsiderationsRisks,” “Risk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Item 3. Legal Proceedings” and “Item 13. Certain Relationships and Related Transactions and Director Independence”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Tax Consequences” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Policies—Regulated Operations” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to our Common Stock”, “Description of Capital Stock” and “Certain United States Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2019 and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 25, 2020, in each case under the captions “Business—Governmental Regulations,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters ”, as applicable, and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Management’s Discussion Our Cash Distribution Policy and Analysis Restrictions on Distributions,” “Provisions of Financial Condition our Partnership Agreement Relating to Cash Distributions and Results of Operations—Liquidity and Capital Resourcesthe Management Incentive Fee,” “Business—Environmental Matters and Regulation,” “Legal ProceedingsBusiness—Other Regulation of the Oil and Natural Gas Industry,” “Our Cash Distribution PolicyManagement,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “U.S. Federal Income The Partnership Agreement,” “Material Tax ConsiderationsConsequences” and “Tax Considerations,Underwriting” (and any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “Our Partnership Agreement,” “Material U.S. Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax ConsiderationsConsiderations Supplement” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2016 under “Risk Factors—Tax Risks to Common Unitholders,” “Certain Relationships and Related Transactions, and Director Independence” and “Business—Government Regulation” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Preliminary Prospectus Supplement and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party TransactionsOther Indebtedness,” “Description of Common UnitsNotes,” “Description of the Partnership Agreement of Healthcare Trust of America Holdings, LP,” “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws,” “Additional Material U.S. Federal Income Tax Considerations” and “Material U.S. Federal Income Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents matters or any other instruments or agreementsagreements (including the Indenture, the Securities and the Guarantee), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Transaction Entities are accurate in all material respects; respects and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or required to be filed as exhibits to the Registration Statement or as of the documents incorporated or deemed to be incorporated by reference therein date of this Agreement and as of the Closing Date which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “Description of Common Stock,” and “Certain United States Federal Income Tax Considerations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended 2015 under the captions “Business-Regulation and Rates,” “Risk Factors-Risks Related to our Business Generally-Regulatory Risk,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis Description of Financial Condition and Results of Operations—Liquidity and Capital ResourcesCommon Stock,” “Description of Preferred Stock,” “Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock” and “Risk Factors – The cost of compliance with various government regulations may negatively affect our business” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2008 under the captions “Business—Environmental Matters Government Regulation” and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations for Non-US Holders” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Relating to Regulation of Our Industry,” “Risk Factors—Risks Relating to Protecting Our Intellectual Property,” “Risk Factors—Risks Relating to Our Exposure to Litigation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Governmental Regulation,” “Business—Legal Proceedings,” “Our Cash Distribution PolicyBusiness-Intellectual Property,” “Executive and Director Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsShares Eligible for Future Sale,” “U.S. Federal Income Tax ConsiderationsDescription of Capital Stock,” and “Material U.S. Federal Tax Considerations,Considerations for Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act or the documents incorporated or deemed to be incorporated by reference therein 1933 Act Regulations, which have not been so described and described, referred to or filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Considerations for Non-US Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Policies—Regulated Operations” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Considerations for Non-US Holders” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Policies—Regulated Operations” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to our Organization and Analysis of Financial Condition and Results of OperationsStructure,” Risk Factors—Liquidity and Capital ResourcesRisks Relating to Regulatory Matters,” “Business—Environmental Matters and Government Regulation,” “Business—Legal Proceedings,” “Our Cash Distribution PolicyExecutive Compensation—Long-Term Equity Incentive Compensation,” “Executive Compensation—2020 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsCapital Stock,” “U.S. Federal Income Tax ConsiderationsShares Eligible for Future Sale,” and “Certain United States Federal Income and Estate Tax ConsiderationsConsiderations to Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions”Description of Securities We Are Offering” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the captions “Business and Properties,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal ProceedingsDistributions,” “Our Cash Distribution PolicyRelated Party Transactions, Certain Relationships and Conflicts of Interest,” “Certain Relationships and Related Party TransactionsShares Eligible for Future Sale,” “Management Agreements,” “Description of Common UnitsCapital Stock,” “Dividend Reinvestment Plan,” “Material U.S. Federal Income Tax Considerations” and “Tax Considerations,” the information in the Registration Statement under Item 30, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Governmental Regulation,” “About Immunomedics, Inc. — Patents and Proprietary Rights,” “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors — Risks Related to Government Regulation of our Industry,” “Risk Factors — Risks Related to Our Securities,” “Common Stock” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, as amended, under the captions “Business — Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus (i) under the captions “ManagementProvisions of Our Partnership Agreement Relating to Cash Distributions and the Management Incentive Fee,” “Description of the Units,” “The Partnership Agreement,” “Material Tax Consequences” and “Material U.S. Federal Income Tax Consequences” and (ii) incorporated by reference from the Partnership’s Discussion Annual Report on Form 10-K under the captions “Business—Environmental and Analysis of Financial Condition Occupational Safety and Results of Operations—Liquidity and Capital ResourcesHealth Matters,” “Business—Environmental Matters Other Regulation of the Oil and Regulation,Natural Gas Industry” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships (and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus of any other Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package and the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus Statutory Prospectuses included in the General Disclosure Package and in the Prospectus under the caption “Description of Capital Stock” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Business – Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships Risk Factors – Compliance with environmental laws and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerationsregulations may require us to spend significant resources” and “Tax ConsiderationsLegal Proceedings,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration StatementStatements, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration StatementStatements, the Pre-Pricing Prospectus Statutory Prospectuses included in the General Disclosure Package or in the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Stock—Common Stock” and “Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws,” the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 under the captions “Business—Governmental Regulation,” “Business—Intellectual Property,” “Notes to Consolidated Financial Statements — 3. Collaboration, License and Purchase Agreements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to Our Company,” “Risk Factors—Risks Relating to This Offering and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesOur Common Stock,” “Business—Environmental Matters Regulatory and RegulationCompliance Matters,” “Business—Intellectual Property and Technical Infrastructure,” “Business—Legal Proceedings,” “Our Cash Distribution PolicyBusiness—Emerging Growth Company,” “Executive Compensation—Xxxxxx & Xxxxxx Group, Inc. 2011 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Description of Common UnitsOur Capital Stock,” “Material U.S. Federal Income Tax Considerations” Consequences to Non-U.S. Holders,”1 and “Tax Considerations,” the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. 1 We will update section references to the sections in the final Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementDescription of Capital Stock” and “Material U.S. Federal Income Tax Considerations,” the information in the Company’s Discussion Annual Report on Form 10-K for the year ended December 31, 2018, as amended, under the captions “Risk Factors—Risks Related to Our REIT Status and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesCertain Other Tax Considerations,” “BusinessRisk Factors—Environmental Matters and RegulationRisks Related to Our Company—Avoiding the need to register under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Item 3. Legal Proceedings,” and “Our Cash Distribution Policy,” “Item 13. Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Partnership Entities’ Organizational Documents Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations for Non-US Holders” and the information in the Company’s most recent Annual Report on Form 10-K under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” “Business—Environmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” , and “Tax ConsiderationsDirector Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any the Company’s articles of the Partnership Entities’ Organizational Documents incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Partnership Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which that have not been so described and filed as required.