Common use of Ownership of the General Partner Interest in the Partnership Clause in Contracts

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and after giving effect to the transactions contemplated herein, will be, the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest Partnership (the “General Partner Interest”). The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.995% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.9852% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, Offering Memorandum or the Pricing Disclosure Package and the Prospectus or under applicable securities lawsPartnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the limited partnership agreement of the Partnership (as amended, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in Section 4.6 of the Partnership Agreement, Agreement and as otherwise described in the Registration StatementTime of Sale Prospectus), the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership, as amended or restated to date (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and at the applicable Delivery Date, after giving effect to the Transactions, will be, the sole general partner of the Partnership Partnership, with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, Agreement and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and after giving effect to the Formation Transactions, and at each Date of Delivery, will be, the sole general partner of the Partnership Partnership, with a 22.0% general partner interest in the Partnership; such general partner interest Partnership (the “General Partner Interest”). The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with has a 22.0% general partner interest in the Partnership; such general partner interest has been is duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to the Closing Time and each Date of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges and other claims (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration StatementGeneral Disclosure Package, the Pricing Disclosure Package Partnership Agreement and the Prospectus or under applicable securities lawsProspectus).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to any Delivery Date (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The At each Delivery Date, the General Partner is will be the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been will be duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsPackage).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement; and, to counsel’s knowledge, ”) and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and immediately after giving effect to the Transactions will be, the sole general partner of the Partnership with a 2% non-economic general partner interest (“General Partner Interest”) in the Partnership; such general partner interest General Partner Interest has been been, and on the Closing Date and each settlement date, immediately after giving effect to the Transactions, will be, duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest such General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The At each Delivery Date, the General Partner is will be the sole general partner of the Partnership with and will have a 2% general partner non-economic interest in the Partnership; such general partner interest has been will be duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreementliens, as described in the Registration Statementencumbrances, the Pricing Disclosure Package and the Prospectus security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with and owns a 2% noneconomic general partner interest in the Partnership; such noneconomic general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its such noneconomic general partner interest free and clear of all Liens liens, encumbrances, security interests, charges or claims (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.983% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to the Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The At each Delivery Date, the General Partner is will be the sole general partner of the Partnership with and will own a 2% noneconomic general partner interest in the Partnership; such noneconomic general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its such noneconomic general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreementliens, as described in the Registration Statementencumbrances, the Pricing Disclosure Package and the Prospectus security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and at the applicable Delivery Date, after giving effect to the Transactions, will be, the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, Agreement and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% Partnership; the general partner interest referred to in the Partnership; such general partner interest Section 1(o) has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to the Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to any Delivery Date (as defined in Section 5 herein), the "Partnership Agreement"); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws"Liens").

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.9852% general partner interest in the Partnership; Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership Agreement; and, to counsel’s knowledge, (the “Partnership Agreement”); and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to the Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with has a 22.0% general partner interest in the Partnership; such general partner interest has been is duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to the Closing Time and each Date of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges and other claims (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration StatementGeneral Disclosure Package, the Pricing Disclosure Package and Partnership Agreement or the Prospectus or under applicable securities lawsProspectus).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.985% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is and, after giving effect to the Transactions, at each Delivery Date will be, the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been is duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its is the record holder of such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended and restated at or prior to the Closing Date, the "Partnership Agreement"); and, to counsel’s knowledge, the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in Section 4.6 of the Partnership Agreement, Agreement or as described in the Registration StatementProspectus), the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the limited partnership agreement of the Partnership (as amended, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in Section 4.6 of the Partnership Agreement, Agreement and as otherwise described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus), security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; , and, to such counsel’s knowledge, the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained as described in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% Partnership; the general partner interest referred to in the Partnership; such general partner interest Section 2(h) has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Settlement Date, the “Partnership Agreement; and, to counsel’s knowledge, ”) and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended to, and as in effect on, the date hereof (as amended, the “Partnership Agreement; and”), to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership, as amended to date (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreementliens, as described in the Registration Statementencumbrances, the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Delivery Date (as defined below), the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to any Time of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and in the Prospectus Prospectus), security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner owns of record a 2.0% general partner interest in the Partnership and is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; , and, to such counsel’s knowledge, the General Partner beneficially owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained as described in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with and owns of record a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to any Time of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its of record such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus), security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% Partnership; its general partner interest set forth in the Partnership; such general partner interest Section 2(h)(i) has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to each Settlement Date, the “Partnership Agreement; and, to counsel’s knowledge, ”) and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnershipinterest; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreementliens, as described in the Registration Statementencumbrances, the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The On the date hereof, the General Partner is the sole general partner of the Partnership with a 2an approximate 0.3% general partner interest in the Partnership; such Partnership (the “General Partner Interest”), and after giving effect to the transactions contemplated herein, the General Partner will remain the sole general partner interest of the Partnership. The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability that may be imposed by federal or state securities laws or contained in the Partnership Agreement, Agreement or as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Prospectus, if any.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to any Time of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration StatementProspectus), the Pricing Disclosure Package and the Prospectus security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The On the date hereof, the General Partner is the sole general partner of the Partnership with a 2an approximate 0.3% general partner interest in the Partnership; such Partnership (the “General Partner Interest”), and after giving effect to the transactions contemplated herein, the General Partner will remain the sole general partner interest of the Partnership. The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, Agreement; and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The At each Time of Delivery, the General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to any Time of Delivery, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration StatementProspectus), the Pricing Disclosure Package and the Prospectus security interests, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to the Delivery Date (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The At each Date of Delivery, the General Partner is will be the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has will have been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and at each Delivery Date will be, the sole general partner of the Partnership Partnership, with a 2% noneconomic general partner interest in the Partnership; such general partner interest has General Partner Interest will have been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest will own such General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsProspectus).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with and owns a 22.0% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its is the record holder of such general partner interest free and clear of all Liens (except for restrictions on transferability contained in Liens, other than those created by or arising under the Delaware LP Act or the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 22.0% general partner interest in the PartnershipPartnership (the “GP Interest”); such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (such agreement, together with any amendments or restatements thereof, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained Liens arising under or in connection with the Partnership SemGroup Credit Agreement, or as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus or under applicable securities laws)Prospectus.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.991% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, and at each Date of Delivery, the General Partner will be the sole general partner with a 22.0% general partner interest and the Incentive Distribution Rights (as defined in the Partnership Agreement) in the Partnership; such general partner interest has will have been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% Partnership; the general partner interest referred to in the Partnership; such general partner interest Section 1(o) has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The At each Date of Delivery, the General Partner is will be the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has will have been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsProspectus).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and at the applicable Delivery Date, after giving effect to the Transactions, will be, the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has been will be duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.991% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, Offering Memorandum or the Pricing Disclosure Package and the Prospectus or under applicable securities lawsPartnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and after giving effect to the transactions contemplated herein will be, the sole general partner of the Partnership Partnership, with a 20.0% non-economic general partner interest in the Partnership; such general partner interest Partnership (the “General Partner Interest”). The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2and owns an approximate 1.2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions A) in respect of which a financing statement naming the General Partner as a debtor is on transferability contained file as of April 14, 2015 in the Partnership Agreementoffice of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)without independent investigation.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 20.0% non-economic general partner interest in the Partnership; such general partner interest Partnership (the “General Partner Interest”). The General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% Partnership; the general partner interest referred to in the Partnership; such general partner interest Section 2(i) has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Settlement Date, the “Partnership Agreement; and, to counsel’s knowledge, ”) and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.987% general partner interest in the PartnershipPartnership as of the date hereof; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, and the General Partner owns its general partner interest free and clear of all Liens liens, encumbrances (except for restrictions on transferability contained in Section 4.6 of the Partnership Agreement, Agreement or as described in the Registration StatementProspectus), the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest Partnership (the “General Partner Interest”). The General Partner Interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated at or prior to each Settlement Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (Liens, except for restrictions on transferability contained set forth in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership Partnership, with a 20.0% non-economic general partner interest in the Partnership; such general partner interest has been Partnership (the “General Partner Interest”). The General Partner Interest is duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its general partner interest the General Partner Interest free and clear of all Liens (except for restrictions on transferability that may be imposed by Federal or state securities laws, contained in the Partnership Agreement, Agreement or as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Prospectus.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.989% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 21.989% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Partnership (as the same may be amended or restated on or prior to the Delivery Date, the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens liens, encumbrances, security interests, equities, charges or claims (except for restrictions on transferability contained in the Partnership Agreementcollectively, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Agreement of Limited Partnership of the Partnership (as the same has been and may be amended or restated at or prior to the Closing Date, the "Partnership Agreement"); and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreementliens, as described in the Registration Statementencumbrances, the Pricing Disclosure Package and the Prospectus security interests, equities, charges or under applicable securities laws)claims.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner has no obligation to make further payments for the purchase of such general partner interest; and, to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (Liens, except for restrictions on transferability contained in the Partnership Agreement, Agreement or as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus or under applicable securities laws)Prospectus.

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with and owns a 2% noneconomic general partner interest in the Partnership; such noneconomic general partner interest has been duly authorized and validly issued in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its such noneconomic general partner interest free and clear of all Liens liens, encumbrances, security interests, charges or claims (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws“Liens”).

Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s 's knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

Ownership of the General Partner Interest in the Partnership. The At each Date of Delivery, the General Partner is will be the sole general partner of the Partnership with a 22.0% general partner interest in the Partnership; such general partner interest has will have been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and, to counsel’s knowledge, and the General Partner owns its will own such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities lawsthe Partnership Agreement).

Ownership of the General Partner Interest in the Partnership. The General Partner is is, and at the applicable Delivery Date will be, the sole general partner of the Partnership Partnership, with a 2% non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Agreement of Limited Partnership of the Partnership, dated October 21, 2013 (as amended, the “Partnership Agreement; and”), to counsel’s knowledge, and the General Partner owns its such general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws)Liens.