Common use of Registration Statement, Pricing Disclosure Package and Prospectus Clause in Contracts

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder has reviewed the Registration Statement and the Pricing Disclosure Package and, although the Selling Unitholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Unitholder that would lead it to believe that (i) the Registration Statement, as of the latest Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriters expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited to such information.

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder has reviewed the Registration Statement Company and the Pricing Disclosure Package andOperating Company each, although jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Selling Unitholder has not independently verified the accuracy Securities Act or completeness otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of all the information contained therein, nothing has come to the attention of the Selling Unitholder that would lead it to believe that (i) the Registration Statement, as of the latest Effective Date, contained or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Pricing Prospectus or omitted the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; (ii) provided, however, that the Pricing Disclosure PackageCompany and the Operating Company shall not be liable in any such case to the extent that any such loss, as claim, damage or liability arises out of the Applicable Time, contained or is based upon an untrue statement of a material fact or omitted to state a material fact necessary alleged untrue statement or omission or alleged omission made in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the any Preliminary Prospectus, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriters expressly for use in the Registration Statement, the Pricing Disclosure Package, Prospectus or the Prospectus or any other such amendment or supplement in reliance upon or any Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only in conformity with written information furnished to the Partnership and the Underwriters Company by any Underwriter through DBS or on behalf of the Selling Unitholder WCM expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited to such informationtherein.

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder has reviewed A registration statement on Form S-3, as amended (No. 333-214360), including a prospectus, relating to the Registration Statement Company’s securities, including the Shares and the Pricing Disclosure Package andPreferred Shares, although has been filed with the Selling Unitholder Securities and Exchange Commission (“Commission”) and has not independently verified become effective. Such registration statement, as used with respect to the accuracy or completeness of all Shares and the Preferred Shares, including the information contained thereindeemed a part thereof pursuant to Rule 430B(f)(1) under the Securities Act of 1933, nothing as amended (the “Act”), on the date of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such Section applies to NiSource and the Underwriters for the Shares and the Preferred Shares pursuant to Rule 430B(f)(2) under the Act (the “Effective Date”), including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at the Effective Date, is hereinafter referred to as the “Registration Statement”; the base prospectus relating to NiSource’s registered securities, including the Shares and the Preferred Shares, in the form in which it has come most recently been filed with the Commission on or prior to the attention date of this Agreement being herein called the Selling Unitholder that would lead it “Basic Prospectus”; the Basic Prospectus as amended and supplemented by a preliminary prospectus supplement relating to believe that (ithe Shares and the Preferred Shares and as further amended and supplemented immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”; the Basic Prospectus as amended or supplemented in final form, which is filed with the Commission pursuant to Rule 424(b) under the Registration StatementAct with respect to the Shares and the Preferred Shares is hereinafter called the “Final Supplemented Prospectus”; any reference herein to the Basic Prospectus, any Pricing Prospectus or any Final Supplemented Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the latest Effective Datedate of such Basic Prospectus, contained an untrue statement of a material fact Pricing Prospectus or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Final Supplemented Prospectus, as the case may be; any reference to any amendment or supplement to the Basic Prospectus, any Pricing Prospectus or any Final Supplemented Prospectus shall be deemed to refer to and include any documents filed after the date of its date such Basic Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Basic Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the Closing Date, included case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of NiSource filed pursuant to Section 13(a) or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light 15(d) of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to 1934 Act after the Selling Unitholder furnished in writing by or on behalf effective date of the Selling Unitholder to the Partnership and the Underwriters expressly for use Registration Statement that is incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to documents listed in Schedule II under the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Registration Statementcaption, the “Pricing Disclosure Package,” taken together, are referred to as the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited to such information.”

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder An automatic shelf registration statement on Form S-3 (No. 333-234422), including a prospectus, relating to the Company’s securities, including the Securities, has reviewed been filed with the Registration Statement Securities and Exchange Commission (“Commission”) and became effective upon filing. Such registration statement, as used with respect to the Securities, including the information deemed a part thereof pursuant to Rule 430B(f)(1) under the Securities Act of 1933, as amended (the “Act”), on the date of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to NiSource and the Pricing Disclosure Package andUnderwriters for the Securities pursuant to Rule 430B(f)(2) under the Act (the “Effective Date”), although including the Selling Unitholder exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at the Effective Date, is hereinafter referred to as the “Registration Statement”; the base prospectus relating to NiSource’s registered securities, including the Securities, in the form in which it has not independently verified most recently been filed with the accuracy Commission on or completeness of all the information contained therein, nothing has come prior to the attention date of this Agreement being herein called the Selling Unitholder that would lead it “Basic Prospectus”; the Basic Prospectus as amended and supplemented by a preliminary prospectus supplement relating to believe that (ithe Securities and as further amended and supplemented immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”; the Basic Prospectus as amended or supplemented in final form, which is filed with the Commission pursuant to Rule 424(b) under the Registration StatementAct with respect to the Securities is hereinafter called the “Final Supplemented Prospectus”; any reference herein to the Basic Prospectus, any Pricing Prospectus or any Final Supplemented Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the latest Effective Datedate of such Basic Prospectus, contained an untrue statement of a material fact Pricing Prospectus or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Final Supplemented Prospectus, as the case may be; any reference to any amendment or supplement to the Basic Prospectus, any Pricing Prospectus or any Final Supplemented Prospectus shall be deemed to refer to and include any documents filed after the date of its date such Basic Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Basic Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the Closing Date, included case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of NiSource filed pursuant to Section 13(a) or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light 15(d) of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to 1934 Act after the Selling Unitholder furnished in writing by or on behalf effective date of the Selling Unitholder to the Partnership and the Underwriters expressly for use Registration Statement that is incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to documents listed in Schedule II under the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Registration Statementcaption, the “Pricing Disclosure Package,” taken together, are referred to as the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited to such information.”

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder Company has reviewed filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-167837) filed on June 28, 2010 (the “Shelf Registration Statement”), for the registration of the Company’s debt and other securities, as described therein, including the Notes, under the Securities Act, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Such registration statement, as so amended, including all information, if any, deemed to be a part thereof pursuant to Rule 430A, 430B or 430C of the Rules and Regulations, is referred to herein as a “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Pricing Disclosure Package and, although Securities Act against the Selling Unitholder has not independently verified the accuracy Company or completeness of all the information contained therein, nothing has come related to the attention offering and sale of the Selling Unitholder that would lead it Notes (the “Offering”) has been initiated or, to believe that the Company’s knowledge, threatened by the Commission. The Company will file the Prospectus (ias defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained in the Shelf Registration Statement, at the time such registration statement became effective, as supplemented by the final prospectus supplement relating to the Offering, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the latest Effective DateRules and Regulations, contained an untrue statement of a material fact is hereinafter referred to as the “Prospectus,” except that if any revised prospectus or omitted prospectus supplement shall be provided to state a material fact the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be stated therein filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or necessary prospectus supplement, as the case may be, from and after the time it is first provided to make the statements therein not misleading; Underwriters for such use. Any preliminary prospectus supplement (iiand the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter referred to as the “Preliminary Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Notes is hereafter referred to as an “Issuer Free Writing Prospectus;” and the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below) and as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Annex IV hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted .” Any reference herein to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriters expressly for use in the Registration Statement, the Prospectus or the Pricing Disclosure PackagePackage shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto Securities Exchange Act of 1934, as amended (the “Selling Unitholder InformationExchange Act”). For , on or before the avoidance effective date of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Registration Statement, the Pricing Disclosure Packagedate of the Prospectus or the Applicable Time, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Notes contemplated hereby. All references in this Agreement to the Prospectus, the Registration Statement or any Preliminary Prospectus or Issuer Free Writing Prospectus, or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address any of the Selling Unitholderforegoing, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited deemed to such informationinclude any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder Company has reviewed filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-167837) filed on June 28, 2010 (the “Shelf Registration Statement”), for the registration of the Company’s debt and other securities, as described therein, including the Notes, under the Securities Act, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Such registration statement, as so amended, including all information, if any, deemed to be a part thereof pursuant to Rule 430A, 430B or 430C of the Rules and Regulations, is referred to herein as a “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Pricing Disclosure Package and, although Securities Act against the Selling Unitholder has not independently verified the accuracy Company or completeness of all the information contained therein, nothing has come related to the attention offering and sale of the Selling Unitholder that would lead it Notes (the “Offering”) has been initiated or, to believe that the Company’s knowledge, threatened by the Commission. The Company will file the Prospectus (ias defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained in the Shelf Registration Statement, at the time such registration statement became effective, as supplemented by the final prospectus supplement relating to the Offering, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the latest Effective DateRules and Regulations, contained an untrue statement of a material fact is hereinafter referred to as the “Prospectus,” except that if any revised prospectus or omitted prospectus supplement shall be provided to state a material fact the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be stated therein filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or necessary prospectus supplement, as the case may be, from and after the time it is first provided to make the statements therein not misleading; Underwriters for such use. Any preliminary prospectus supplement (iiand the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter referred to as the “Preliminary Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Notes is hereafter referred to as an “Issuer Free Writing Prospectus;” and the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below) and as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Annex I hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted .” Any reference herein to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 4(h) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriters expressly for use in the Registration Statement, the Prospectus or the Pricing Disclosure PackagePackage shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto Securities Exchange Act of 1934, as amended (the “Selling Unitholder InformationExchange Act”). For , on or before the avoidance effective date of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Registration Statement, the Pricing Disclosure Packagedate of the Prospectus or the Applicable Time, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Notes contemplated hereby. All references in this Agreement to the Prospectus, the Registration Statement or any Preliminary Prospectus or Issuer Free Writing Prospectus, or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address any of the Selling Unitholderforegoing, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited deemed to such informationinclude any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Registration Statement, Pricing Disclosure Package and Prospectus. The Selling Unitholder has reviewed As of the applicable effective date of the Registration Statement and the Pricing Disclosure Package andany post-effective amendment thereto, although the Selling Unitholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Unitholder that would lead it to believe that (i) the Registration StatementStatement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, as of the latest Effective Date, contained an and did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) the Pricing Disclosure Package, at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, contained an as the case may be, will not, contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, and as of its the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, included or includes an as the case may be, the Prospectus will not contain any untrue statement of a material fact or omitted or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such the representations and warranties set forth in this Section 4(h) paragraph shall apply only to the statements or omissions made in the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information directly relating to such Selling Shareholder, which includes (i) the name and address of such Selling Shareholder, (ii) the numbers of Shares beneficially owned and Shares underlying the ADSs proposed to be sold by such Selling Shareholder and (iii) other information relating directly to such Selling Shareholder included under the caption “Principal and selling shareholders” (collectively, the “Selling Shareholder Information”); provided further that such Selling Shareholder makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Selling Unitholder furnished Company in writing by or on behalf of such Underwriter through the Selling Unitholder to the Partnership and the Underwriters Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package, Package and the Prospectus or any other Issuer Free Writing Prospectus or and any amendment or supplement thereto (thereto, it being understood and agreed that the “Selling Unitholder Information”). For the avoidance of doubt, each only such information furnished by any Underwriter consists of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use described as such in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, the Pricing Disclosure Package, the Prospectus, and the information appearing in the Pricing Disclosure Package and the Prospectus under the caption “Selling Unitholder,” and the term “Selling Unitholder Information” shall be limited to such informationSection 9(c) hereof.