Common use of Additional Covenants of the Partnership Clause in Contracts

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent as follows: (a) Each acceptance of a Transaction Notice by the Partnership and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative agrees otherwise, furnish or cause to be furnished to the Representative certificates, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate). (c) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative the written opinion and negative assurance letter of Ledgewood, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(iii) hereof but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Representative with letters substantially to the effect that the Representative may rely on the opinions and letter referred to in Sections 5(a)(iii), furnished to the Representative, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (d) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx LLP to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following such Bring-Down Delivery Date a certificate of the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Partnership accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts a Transaction Notice. (h) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or otherwise as the Representative may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for one or more due diligence sessions with representatives of the Agents and its counsel. (i) To the extent required under applicable law, the Partnership shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Partnership’s option, in prospectus supplements to be filed by the Partnership from time to time, the number of the Units sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative may reasonably request. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the Representatives. The Representatives will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent KCA as follows: (a) Each acceptance of a Transaction Notice by the Partnership and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, representations and warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative KCA pursuant hereto are true and correct at such the Time of Acceptance or the date of such Terms Agreement, as the case may beAcceptance, and an undertaking to such Agent that such representations, representations and warranties and agreements will be true and correct on any applicable Time Closing Date and at the time of Sale and Settlement Datedelivery of Units pursuant to the Transaction Notice, as though made to such Agent at and as of each such time time, in each case, except for representations and warranties that address matters only as of a certain date, which need only be true and correct as of such certain date (it being understood that such representations, representations and warranties and agreements shall relate to the Registration Statement, any Basic Prospectus or the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may beNotice). (b) Each time that (i) the Registration Statement, Statement or the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 7(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q)Document, but excluding any prospectus supplement filed pursuant to Section 4(b5(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”hereof), the Partnership shall, unless the Representative agrees otherwise, shall furnish or cause to be furnished to the Representative certificates, dated and delivered KCA within two business days following the applicable Bring-Down Delivery Datefollowing, each dated the date of filing with the same tenor Commission or the date of effectiveness of such amendment or supplement, as the certificates referred applicable, in form and substance satisfactory to in Section 5(a)(iKCA and its counsel: (i) and Section 5(a)(ii) hereof, modified a certificate certifying as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to matters set forth in Exhibit B hereto at the time of delivery the filing or effectiveness of such certificateamendment or supplement, oras applicable, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are true and correct as of such Bring-Down Delivery Date as though made at and as of such date time (except that such statements shall be deemed to relate to the Registration Statement, Statement or the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatetime).; (cii) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative the written an opinion and negative assurance letter of LedgewoodXxxxxxx Xxxxx LLP, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery DatePartnership, of the same tenor addressed to KCA, as the opinions and letter referred to in Section 5(a)(iii) hereof but modified as necessary to relate to the Registration Statementmatters set forth in Exhibit C hereto, the Prospectus or any Permitted Free Writing Prospectus with only such departures from such form as amended and supplemented to the time of delivery of such opinions and letterXxxxxx & Xxxxxx L.L.P., counsel for KCA, shall have approved; or, in lieu of such opinions and letteropinion, counsel last furnishing such counsel opinion to KCA shall furnish the Representative KCA with letters a letter substantially to the effect that the Representative KCA may rely on the opinions and letter referred to in Sections 5(a)(iii), furnished to the Representative, such last opinion to the same extent as though they it were dated the date of such letters letter authorizing reliance (except that statements in such last opinions opinion shall be deemed to relate to the Registration Statement, Statement or the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (d) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx LLP to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following such Bring-Down Delivery Date a certificate of the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Partnership accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts a Transaction Notice. (h) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or otherwise as the Representative may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for one or more due diligence sessions with representatives of the Agents and its counsel. (i) To the extent required under applicable law, the Partnership shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Partnership’s option, in prospectus supplements to be filed by the Partnership from time to time, the number of the Units sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative may reasonably request. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the Representatives. The Representatives will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.;

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent the Sales Agents as follows: (a) Each acceptance of a Transaction Notice by the Partnership and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable relevant Sales Agent that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative Sales Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and an undertaking to such the relevant Sales Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Sales Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative either Sales Agent shall reasonably request, provided that the Representative no Sales Agent shall not make such a request during periods that the Partnership is not and will not be selling any Units Units; (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative agrees Sales Agents agree otherwise, furnish or cause to be furnished to the Representative certificatesSales Agents a certificate, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative Sales Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate). Notwithstanding the foregoing, a Bring-Down Delivery Date shall not be deemed to occur and no deliveries of documents pursuant to Sections 6(b), (c), (d) and (e) shall be required if at such time no Transaction Notice is pending, which waiver shall continue until the date the Partnership delivers a Transaction Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Delivery Date). (c) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Sales Agents agree otherwise, cause to be furnished to the Representative Sales Agents the written opinion and negative assurance letter of Ledgewood, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(iii) hereof but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Representative Sales Agents with letters substantially to the effect that the Representative Sales Agents may rely on the opinions and letter referred to in Sections 5(a)(iii), furnished to the RepresentativeSales Agents, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (d) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwiseSales Agents agree otherwise and other than in connection with the filing of a Quarterly Report on Form 10-Q, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx LLP to furnish to the Representative Sales Agents a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwiseSales Agents agree otherwise and other than in connection with the filing of a Quarterly Report on Form 10-Q, cause each of Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates to furnish to the Representative Sales Agents a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following such Bring-Down Delivery Date a certificate of the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative Sales Agents and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Partnership accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts a Transaction Notice. (hg) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative any Sales Agent or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates for an update on diligence matters with representatives of the Sales Agents and (ii) at each Bring-Down Delivery Date or otherwise as the Representative any Sales Agent may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates for one or more due diligence sessions with representatives of the Sales Agents and its their counsel. (ih) To the extent required under applicable law, the Partnership shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Partnership’s option, in prospectus supplements to be filed by the Partnership from time to time, the number of the Units sold through the Sales Agents under this Agreement and any Terms Agreement, the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or such shorter period determined by the Partnership, as the case may be. (ji) Within two business days following the applicable Bring-Down Delivery Date the Representative shall Sales Agents shall, unless the Sales Agents agree otherwise, have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLPLeClairRyan, a Professional Corporation, counsel to the Sales Agents, addressed to the Representative Sales Agents and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative Sales Agents may reasonably request. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the RepresentativesSales Agent receiving such opinion, letter or other documentation. The Representatives Sales Agents will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent MLV as follows: (a) Each acceptance of a Transaction Notice by the Partnership and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent MLV that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative MLV pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and an undertaking to such Agent MLV that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent MLV at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative MLV shall reasonably request, provided that the Representative MLV shall not make such a request during periods that the Partnership is not and will not be selling any Units Units; (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative MLV agrees otherwise, furnish or cause to be furnished to the Representative certificatesMLV a certificate, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative MLV are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate). Notwithstanding the foregoing, a Bring-Down Delivery Date shall not be deemed to occur and no deliveries of documents pursuant to Sections 6(b), (c), (d) and (e) shall be required if at such time no Transaction Notice is pending, which waiver shall continue until the date the Partnership delivers a Transaction Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Delivery Date). (c) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative MLV agrees otherwise, cause to be furnished to the Representative MLV the written opinion and negative assurance letter of Ledgewood, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(iii) hereof but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Representative MLV with letters substantially to the effect that the Representative MLV may rely on the opinions and letter referred to in Sections 5(a)(iii), furnished to the RepresentativeMLV, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (d) On each Bring-Down Delivery Date, the Partnership shall, unless MLV agrees otherwise and other than in connection with the Representative agrees otherwisefiling of a Quarterly Report on Form 10-Q, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx LLP to furnish to the Representative MLV a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shall, unless MLV agrees otherwise and other than in connection with the Representative agrees otherwisefiling of a Quarterly Report on Form 10-Q, cause each of Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates to furnish to the Representative MLV a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following such Bring-Down Delivery Date a certificate of the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative MLV and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Partnership accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts a Transaction Notice. (hg) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative MLV or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates for an update on diligence matters with representatives of the Agents MLV and (ii) at each Bring-Down Delivery Date or otherwise as the Representative MLV may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company Company, Inc. and Xxxxxx, Xxxxxxxxx & Associates for one or more due diligence sessions with representatives of the Agents MLV and its counsel. (ih) To the extent required under applicable law, the Partnership shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Partnership’s option, in prospectus supplements to be filed by the Partnership from time to time, the number of the Units sold through the Agents MLV under this Agreement and any Terms Agreement, the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or such shorter period determined by the Partnership, as the case may be. (ji) Within two business days following the applicable Bring-Down Delivery Date the Representative shall MLV shall, unless MLV agrees otherwise, have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the AgentsMLV, addressed to the Representative MLV and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative MLV may reasonably request. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the RepresentativesMLV. The Representatives MLV will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent as follows: (a) Each acceptance Transaction Proposal made by the Partnership that is accepted by an Agent by means of a Transaction Notice by the Partnership Acceptance and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice Acceptance or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each Subject to the last sentence of this Section 6(b), each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms AgreementDocument), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative Agents shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative agrees Agents agree otherwise, furnish or cause to be furnished to the Representative Agents certificates, dated as of such Bring-Down Delivery Date and delivered within two business days following one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof), modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatecertificate as the Agents may reasonably request, or, in lieu of such certificatescertificate, a certificate to the effect that the statements contained in the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are Agents is true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A)(x) such Current Report on Form 8-K is filed at any time during which either a Transaction Acceptance is binding and the Partnership has not suspended the use thereof (and prior to the settlement of the Units specified therein) or a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date. Notwithstanding the foregoing, the Partnership shall not be obligated to deliver any certificates or other documents pursuant to this Section 6(b) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 6(b) are triggered on any Purchase Date. (c) On Subject to the last sentence of this Section 6(c), on each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Agents agree otherwise, cause to be furnished to the Representative Agents (A) the written opinion and and, if not included in such opinion, negative assurance letter of LedgewoodXxxxx Day, counsel to the Partnership Partnership, the written opinion of J. Xxxxxxx Xxxxxx, Vice President, General Counsel and Secretary of the General Partner, and the written opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Partnership, each dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letter letters referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof hereof, as applicable, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letterletters, or, in lieu of such opinions and letterletters, each such counsel shall furnish the Representative Agents with letters a letter substantially to the effect that the Representative Agents may rely on the opinions opinion and letter of such counsel referred to in Sections Section 5(a)(ii) or Section 5(a)(iii), as applicable, furnished to the RepresentativeAgents, to the same extent as though they were dated the date of such letters letter authorizing reliance (except that statements in such last opinions opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). Notwithstanding the foregoing, the Partnership shall not be obligated to cause to be furnished any opinions or other documents pursuant to this Section 6(c) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 6(c) are triggered on any Purchase Date. (d) On Subject to the last sentence of this Section 6(d), on each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Agents agree otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx PricewaterhouseCoopers LLP to furnish to the Representative Agents a “comfort” letter, dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shalland, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) aboveits subsidiaries), the Partnership shall, unless if requested by the Representative agrees otherwiseAgents, cause a firm of independent public accountants to be furnished furnish to the Representative within two business days following such Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a certificate of Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the chief financial officer of Agents may reasonably request. Notwithstanding the foregoing, the Partnership substantially similar shall not be obligated to cause to be furnished any “comfort” letters or other documents pursuant to this Section 6(d) unless and until such time as the certificate referred Partnership delivers a Transaction Proposal or offers to in enter into a Terms Agreement, or the requirements of this Section 2(j)6(d) are triggered on any Purchase Date. (e) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction NoticeCommission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative Agents and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will shall have occurred and be in effect at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership. (hf) The Partnership and the General Partner shall reasonably cooperate with any reasonable due diligence review requested by the Representative Agents or its their counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLPPricewaterhouseCoopers LLP (and, KPMG LLPif the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or and otherwise as the Representative Agents may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and the General Partner and representatives of Xxxxx Xxxxxxxx LLPPricewaterhouseCoopers LLP (and, KPMG LLPif the Registration Statement, Xxxxxxxxor the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), Xxxx & Xxxxx LLP and Xxxxxx & Company representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and its counseltheir counsel (provided, however, that the Partnership shall have no obligations under this clause (ii) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this clause (ii) are triggered on any Purchase Date). (ig) To the extent required under applicable law, the The Partnership shall disclose, in its quarterly reports on Form 10-Q, Q and in its annual report on Form 10-K and/orand, at if reasonably requested by the Partnership’s optionAgents, in prospectus supplements to the Prospectus to be filed by the Partnership with the Commission from time to time, the number of the Units sold through the Agents under this Agreement and any Terms Agreement, and the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or or, in the case of any such prospectus supplement, such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative Agents may reasonably requestrequest or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to in Sections 6(b) through (ed) above shall be reasonably satisfactory in form and substance to the RepresentativesAgents. The Representatives Agents will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (ed) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent as follows: (a) Each acceptance Transaction Proposal made by the Partnership that is accepted by an Agent by means of a Transaction Notice by the Partnership Acceptance and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, representations and warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, be and (ii) an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (time; it being understood that (A) such representationsrepresentations and warranties that are made as of a specific date need only be true and accurate as of such date, (B) such representations and warranties and agreements shall relate to the Registration Statement, the Prospectus and or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice Acceptance or Terms Agreement, at or before the Time of Sale Agreement as the case may bebe and (C) such representations and warranties incorporate any modifications to the representations and warranties set forth in Sections 3(d), 3(e), 3(f) and 3(cc) hereof that have arisen in the ordinary course of business and as otherwise would not be reasonably likely to result in a Material Adverse Effect, provided that such modifications are described in the Registration Statement or Prospectus, including Incorporated Documents filed after the date of this Agreement, or the Partnership shall have otherwise provided, or caused to be provided, information relating to such modifications to each of the Agents, or their agents, as part of the due diligence provided for under this Agreement. (b) Each Subject to the last sentence of this Section 6(b), each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms AgreementDocument), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative Agents shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative agrees Agents agree otherwise, furnish or cause to be furnished to the Representative Agents certificates, dated as of such Bring-Down Delivery Date and delivered within two business days following one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof), modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatecertificate as the Agents may reasonably request, or, in lieu of such certificatescertificate, a certificate to the effect that the statements contained in the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are Agents is true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except it being understood that (i) such statements made as of a specific date need only be true and correct as of such date, (ii) such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatecertificate and (iii) such statements shall be deemed to relate to the representations and warranties set forth in Sections 3(d), 3(e) and 3(f) hereof with respect to the Partnership, as modified to incorporate any changes that have arisen in the ordinary course of business and as otherwise would not be reasonably likely to result in a Material Adverse Effect, provided that such modifications are described in the Registration Statement or Prospectus, including Incorporated Documents filed after the date of this Agreement, or the Partnership shall have otherwise provided, or caused to be provided, information relating to such modifications to each of the Agents, or their agents, as part of the due diligence provided for under this Agreement); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A)(x) such Current Report on Form 8-K is filed at any time during which either a Transaction Acceptance is binding and the Partnership has not suspended the use thereof (and prior to the settlement of the Units specified therein) or a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date. Notwithstanding the foregoing, the Partnership shall not be obligated to deliver any certificates or other documents pursuant to this Section 6(b) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 6(b) are triggered on any Purchase Date. (c) On Subject to the last sentence of this Section 6(c), on each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Agents agree otherwise, cause to be furnished to the Representative Agents the written opinion and and, if not included in such opinion, negative assurance letter of LedgewoodXxxxx Day, counsel to the Partnership Partnership, and the written opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Partnership, each dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letter letters referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof hereof, as applicable, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letterletters, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letterletters, each such counsel shall furnish the Representative Agents with letters a letter substantially to the effect that the Representative Agents may rely on the opinions opinion and letter of such counsel referred to in Sections Section 5(a)(ii) or Section 5(a)(iii), as applicable, furnished to the RepresentativeAgents, to the same extent as though they were dated the date of such letters letter authorizing reliance (except that statements in such last opinions opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). Notwithstanding the foregoing, the Partnership shall not be obligated to cause to be furnished any opinions or other documents pursuant to this Section 6(c) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 6(c) are triggered on any Purchase Date. (d) On Subject to the last sentence of this Section 6(d), on each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Agents agree otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG PricewaterhouseCoopers LLP and Xxxxxxxx, Xxxx Deloitte & Xxxxx Touche LLP to furnish to the Representative Agents a “comfort” letter, dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter letters referred to in Section 5(a)(iv) and Section 5(a) (v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shalland, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) aboveits subsidiaries), the Partnership shall, unless if requested by the Representative agrees otherwiseAgents, cause a firm of independent public accountants to be furnished furnish to the Representative within two business days following such Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a certificate of Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the chief financial officer of Agents may reasonably request. Notwithstanding the foregoing, the Partnership substantially similar shall not be obligated to cause to be furnished any “comfort” letters or other documents pursuant to this Section 6(d) unless and until such time as the certificate referred Partnership delivers a Transaction Proposal or offers to in enter into a Terms Agreement, or the requirements of this Section 2(j)6(d) are triggered on any Purchase Date. (e) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction NoticeCommission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative Agents and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will shall have occurred and be in effect at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership. (hf) The Partnership and the General Partner shall reasonably cooperate with any reasonable due diligence review requested by the Representative Agents or its their counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx each of PricewaterhouseCoopers LLP and Xxxxxx Deloitte & Company Touche LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or otherwise and otherwise, as the Representative Agents may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and the General Partner and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx each of PricewaterhouseCoopers LLP and Xxxxxx Deloitte & Company Touche LLP (and, if the Registration Statement, or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and its counseltheir counsel (provided, however, that the Partnership shall have no obligations under this clause (ii) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this clause (ii) are triggered on any Purchase Date). (ig) To the extent required under applicable law, the The Partnership shall disclose, in its quarterly reports on Form 10-Q, Q and in its annual report on Form 10-K and/orand, at if reasonably requested by the Partnership’s optionAgents, in prospectus supplements to the Prospectus to be filed by the Partnership with the Commission from time to time, the number of the Units sold through the Agents under this Agreement and any Terms Agreement, and the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or or, in the case of any such prospectus supplement, such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative Agents may reasonably requestrequest or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to in Sections 6(b6(a) through (ed) above shall be reasonably satisfactory in form and substance to the RepresentativesAgents. The Representatives Agents will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b6(a) through (ed) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent as follows: (a) Each acceptance Transaction Proposal made by the Partnership or Custodian that is accepted by an Agent by means of a Transaction Notice by the Partnership Acceptance and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, warranties and agreements of the Partnership and Selling Unitholder herein contained and contained in any certificate delivered to the Representative Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration StatementStatements, the Prospectus and or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice Acceptance or Terms Agreement, at or before the Time of Sale Agreement as the case may be); it being further understood that such representations, warranties and agreements incorporate any modifications to the representations, warranties and agreements set forth in Sections 3(d), 3(e), 3(i) through (q), and 3(ff) hereof that have arisen in the ordinary course of business and as otherwise would not be reasonably likely to result in a Material Adverse Effect, provided that the Partnership shall have provided, or caused to be provided, information relating to such modifications to each of the Agents, or their agents, as part of the due diligence provided for under this Agreement. (b) Each Subject to the last sentence of this Section 7(b), each time that (i) the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 7(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms AgreementDocument), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative Agents shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership and the Selling Unitholder shall, unless the Representative agrees Agents agree otherwise, furnish or cause to be furnished to the Representative Agents certificates, dated as of such Bring-Down Delivery Date and delivered within two business days following one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Section 5(a)(i6(a)(i) and Section 5(a)(ii) hereof6(c)(i), respectively, modified as necessary to relate to the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatecertificate as the Agents may reasonably request, or, in lieu of such certificatescertificate, a certificate to the effect that the statements contained in the certificates certificate referred to in Section 5(a)(i6(a)(i) and Section 5(a)(ii6(c)(i) hereof furnished to the Representative are Agents is true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that (i) such statements shall be deemed to relate to the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificatecertificate and (ii) such statements shall be deemed to relate to the representations, warranties and agreements set forth in Sections 3(d), 3(e), 3(i) through (q), and 3(ff) hereof with respect to the Partnership and Section 4 with respect to the Selling Unitholder, as modified to incorporate any changes that have arisen in the ordinary course of business and as otherwise would not be reasonably likely to result in a Material Adverse Effect, provided that the Partnership and the Selling Unitholder, as applicable, shall have provided, or caused to be provided, information relating to such modifications to each of the Agents, or their agents, as part of the due diligence provided for under this Agreement); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless either (A)(x) such Current Report on Form 8-K is filed at any time during which either a Transaction Acceptance is binding and the Partnership has not suspended the use thereof (and prior to the settlement of the Units specified therein) or a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the related Settlement Date and (y) the Agents have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statements or the Prospectus relating to the offering of other securities pursuant to the Registration Statements will not constitute a Bring-Down Delivery Date. Notwithstanding the foregoing, the Partnership shall not be obligated to deliver any certificates or other documents pursuant to this Section 7(b) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 7(b) are triggered on any Purchase Date. (c) On Subject to the last sentence of this Section 7(c), on each Bring-Down Delivery Date, (i) the Partnership shall, unless the Representative agrees Agents agree otherwise, cause to be furnished to the Representative Agents the written opinion and and, if not included in such opinion, negative assurance letter of LedgewoodXxxxx Day, counsel to the Partnership Partnership, and the written opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Partnership, each dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letter letters referred to in Section 5(a)(iii6(a)(ii) hereof and Section 6(a)(iii) hereof, as applicable, but modified as necessary to relate to the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letterletters (ii) the Selling Unitholder shall, unless the Agents agree otherwise, cause to be furnished to Agents the written opinion of Xxxxx Lord LLP, counsel to the Selling Unitholder, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 6(c)(ii) hereof, but modified as necessary to relate to the Registration Statements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or (iii) in lieu of such opinions and letterletters, each such counsel shall furnish the Representative Agents with letters a letter substantially to the effect that the Representative Agents may rely on the opinions opinion and letter of such counsel referred to in Sections 5(a)(iiiSection 6(a)(ii), Section 6(a)(iii) and Section 6(c)(ii), as applicable, furnished to the RepresentativeAgents, to the same extent as though they were dated the date of such letters letter authorizing reliance (except that statements in such last opinions opinion and letter of such counsel shall be deemed to relate to the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). Notwithstanding the foregoing, the Partnership and the Selling Unitholder shall not be obligated to cause to be furnished any opinions or other documents pursuant to this Section 7(c) unless and until such time as the Partnership or the Custodian delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this Section 7(c) are triggered on any Purchase Date. (d) On Subject to the last sentence of this Section 7(d), on each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees Agents agree otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG PricewaterhouseCoopers LLP and Xxxxxxxx, Xxxx Deloitte & Xxxxx Touche LLP to furnish to the Representative Agents a “comfort” letter, dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iv6(a)(iv) hereof, but modified to relate to the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shalland, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to if the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus as amended shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) aboveits subsidiaries), the Partnership shall, unless if requested by the Representative agrees otherwiseAgents, cause a firm of independent public accountants to be furnished furnish to the Representative within two business days following such Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a certificate of Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the chief financial officer of Agents may reasonably request. Notwithstanding the foregoing, the Partnership substantially similar shall not be obligated to cause to be furnished any “comfort” letters or other documents pursuant to this Section 7(d) unless and until such time as the certificate referred Partnership delivers a Transaction Proposal or offers to in enter into a Terms Agreement, or the requirements of this Section 2(j)7(d) are triggered on any Purchase Date. (e) (i) No order suspending the effectiveness of the Registration Statement Statements shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction NoticeCommission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative Agents and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will shall have occurred and be in effect at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership; and (ii) the Registration StatementStatements, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts delivers a Transaction NoticeProposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Partnership. (hf) The Partnership Partnership, the General Partner and the Selling Unitholder shall reasonably cooperate with any reasonable due diligence review requested by the Representative Agents or its their counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx each of PricewaterhouseCoopers LLP and Xxxxxx Deloitte & Company Touche LLP (and, if the Registration Statements or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or and otherwise as the Representative Agents may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and the General Partner and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx each of PricewaterhouseCoopers LLP and Xxxxxx Deloitte & Company Touche LLP (and, if the Registration Statements, or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and its counseltheir counsel (provided, however, that the Partnership shall have no obligations under this clause (ii) unless and until such time as the Partnership delivers a Transaction Proposal or offers to enter into a Terms Agreement, or the requirements of this clause (ii) are triggered on any Purchase Date). (ig) To the extent required under applicable law, the The Partnership shall disclose, in its quarterly reports on Form 10-Q, Q and in its annual report on Form 10-K and/orand, at if reasonably requested by the Partnership’s optionAgents, in prospectus supplements to the Prospectus to be filed by the Partnership with the Commission from time to time, the number of the Primary Units sold through the Agents under this Agreement and any Terms Agreement, and the net proceeds to the Partnership from the sale of the Primary Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or or, in the case of any such prospectus supplement, such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative Agents may reasonably requestrequest or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to in Sections 6(b7(a) through (ed) above shall be reasonably satisfactory in form and substance to the RepresentativesAgents. The Representatives Agents will provide the Partnership and Selling Unitholder with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b7(a) through (ed) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each the Agent as follows: (a) Each acceptance Transaction Proposal made by the Partnership that is accepted by the Agent by means of a Transaction Notice by the Partnership Confirmation and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative Agent pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice Confirmation or Terms Agreement, at or before the Time of Sale as the case may be). (b) Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms AgreementDocument), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative Agent shall reasonably requestrequest on the advice of counsel and upon reasonable advance notice to the Partnership, provided that or (iv) recommencement of the Representative shall not make such offering of Units under this Agreement following the termination of a request during periods that the Partnership is not and will not be selling any Units suspension of sales hereunder (each date referred to in clauses (i), (ii), (iii) and (iiiiv) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative Agent agrees otherwise, furnish or cause to be furnished to the Representative certificatesAgent a certificate, dated as of such Bring-Down Delivery Date and delivered within two business days following one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates certificate referred to in Section 5(a)(i) and Section 5(a)(ii) hereof), modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificatescertificate, a certificate to the effect that the statements contained in the certificates certificate referred to in Section Sections 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the furnishing of a Report on Form 6-K with the Commission will not constitute a Bring-Down Delivery Date under clause (i) above unless (A) such Report on Form 6-K is furnished or filed, as the case may be, at any time during which either a Transaction Confirmation is binding and the Partnership has not suspended the use thereof (and prior to the settlement of the Units specified therein) or a prospectus relating to the Units is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule) or such Report on Form 6-K is furnished or filed, as the case may be, at any time from and including the date of a Terms Agreement through and including the related Settlement and (B) such Report on Form 6-K contains historical or pro forma financial statements, including any Earnings 6-K and any Quarterly Report on Form 6-K, or the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Report on Form 6-K (within five Exchange Business Days after the filing thereof by the Partnership); and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating exclusively to the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date. (c) On each Bring-Down Delivery DateDate (except as noted in the proviso at the end of this sentence), the Partnership shall, unless the Representative Agent agrees otherwise, cause to be furnished to the Representative the written opinion Agent opinions and negative assurance letter letters, each dated as of Ledgewood, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letter letters referred to in Section 5(a)(iiiSections 5(a)(ii), 5(a)(vi), 5(a)(vii), 5(a)(viii), 5(a)(ix), 5(a)(x), 5(a)(xi), 5(a)(xii) hereof and 5(a)(xiii) hereof, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letterletters, or, in lieu of such opinions and letterletters, each such counsel shall furnish the Representative Agent with letters a letter substantially to the effect that the Representative Agent may rely on the opinions opinion and letter of such counsel referred to in Sections 5(a)(iii5(a)(ii), 5(a)(vi), 5(a)(vii), 5(a)(viii), 5(a)(ix), 5(a)(x), 5(a)(xi), 5(a)(xii), 5(a)(xiii), as applicable, furnished to the RepresentativeAgent, to the same extent as though they were dated the date of such letters letter authorizing reliance (except that statements in such last opinions opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance); provided, however, that with respect to any Bring-Down Delivery Date resulting from the Partnership having furnished a Quarterly Report on Form 6-K with the Commission, to the extent the opinions referred to in Sections 5(a)(viii), 5(a)(ix), 5(a)(x), 5(a)(xi), 5(a)(xii) and 5(a)(xiii) were previously delivered in connection with the filing of an Earnings 6-K for the same period, the Partnership shall furnish or cause to be furnished to the Agent a certificate, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after such Bring-Down Delivery Date, signed by the General Partner’s principal executive officer and principal financial officer certifying as to the matters set forth in Exhibit F hereto, in lieu of delivering such opinions. (d) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative Agent agrees otherwise, cause each of Xxxxx Xxxxxxxx LLP, each of KPMG LLP and Xxxxxxxx, Xxxx Ernst & Xxxxx Young LLP to furnish to the Representative Agent a “comfort” letter, dated and delivered within two business days following as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iv5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), the Partnership shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (e) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative Agent agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following Agent such Bring-Down Delivery Date a certificate of further information, certificates and documents as the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j)Agent may reasonably request, including without limitation customary officers’ and secretary’s certificates. (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or or, to the knowledge of the Partnership, threatened by the Commission at the time the Partnership accepts a Transaction NoticeCommission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative Agent and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will shall have occurred and be in effect at the time the Partnership accepts delivers a Transaction NoticeProposal to the Agent or the time the Agent delivers a Transaction Confirmation to the Partnership; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts delivers a Transaction NoticeProposal to the Agent or the time the Agent delivers a Transaction Confirmation to the Partnership. (hg) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative Agent or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate corporate documents and appropriate officers of the Partnership General Partner and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx Ernst & Company Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents Agent and (ii) at each Bring-Down Delivery Date or and otherwise as the Representative Agent may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx Ernst & Company Young LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Partnership and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents Agent and its counsel. (ih) To the extent required under applicable law, the The Partnership shall disclose, in its quarterly reports Quarterly Reports on Form 106-QK and in its Annual Report on Form 20-F and, if requested by the Agent, in its annual report on Form 10-K and/or, at supplements to the Partnership’s option, in prospectus supplements Prospectus to be filed or furnished by the Partnership with the Commission from time to time, the number of the Units sold through the Agents Agent under this Agreement and any Terms Agreement, and the gross and net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or or, in the case of any such prospectus supplement, such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative Agent may reasonably requestrequest or, in the case of an Annual Report on Form 20-F, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the RepresentativesAgent. The Representatives Agent will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.

Additional Covenants of the Partnership. The Partnership further covenants and agrees with each Agent as follows: (a) Each acceptance Transaction Proposal made by the Partnership that is accepted by an Agent by means of a Transaction Notice by the Partnership Acceptance and each execution and delivery by the Partnership of a Terms Agreement shall be deemed to be (i) an affirmation to the applicable Agent that the representations, warranties and agreements of the Partnership herein contained and contained in any certificate delivered to the Representative Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking to such Agent that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made to such Agent at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus and or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice Acceptance or Terms Agreement, at or before the Time of Sale as the case may be); it being further understood that such representations, warranties and agreements incorporate any modifications to the representations, warranties and agreements set forth in Sections 3(d), 3(e), 3(i) through (p), and 3(ee) hereof that have arisen in the ordinary course of business and as otherwise would not be reasonably likely to result in a Material Adverse Effect, provided that the Partnership shall have provided, or caused to be provided, information relating to such modifications to each of the Agents, or their agents, as part of the due diligence provided for under this Agreement. (b) Each Subject to the last sentence of this Section 6(b), each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Units previously sold has not yet occurred, at such later date selected by the Partnership following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Partnership accepts a Transaction Notice or enters into a Terms AgreementDocument), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the Representative Agents shall reasonably request, provided that the Representative shall not make such a request during periods that the Partnership is not and will not be selling any Units (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Representative agrees otherwise, furnish or cause to be furnished to the Representative certificates, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to the Representative are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate). (c) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative the written opinion and negative assurance letter of Ledgewood, counsel to the Partnership dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(iii) hereof but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Representative with letters substantially to the effect that the Representative may rely on the opinions and letter referred to in Sections 5(a)(iii), furnished to the Representative, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (d) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause each of Xxxxx Xxxxxxxx LLP, KPMG LLP and Xxxxxxxx, Xxxx & Xxxxx LLP to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (e) On each Bring-Down Delivery Date, the Partnership shall, unless the Representative agrees otherwise, cause Xxxxxx & Company to furnish to the Representative a “comfort” letter, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter. (f) On each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Partnership shall, unless the Representative agrees otherwise, cause to be furnished to the Representative within two business days following such Bring-Down Delivery Date a certificate of the chief financial officer of the Partnership substantially similar to the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Partnership accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representative and no suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Partnership accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Partnership accepts a Transaction Notice. (h) The Partnership shall reasonably cooperate with any reasonable due diligence review requested by the Representative or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Partnership and, upon reasonable request, representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date or otherwise as the Representative may reasonably request, providing information and making available documents and appropriate corporate officers of the Partnership and representatives of Xxxxx Xxxxxxxx LLP, KPMG LLP, Xxxxxxxx, Xxxx & Xxxxx LLP and Xxxxxx & Company for one or more due diligence sessions with representatives of the Agents and its counsel. (i) To the extent required under applicable law, the Partnership shall disclose, in its quarterly reports on Form 10-Q, in its annual report on Form 10-K and/or, at the Partnership’s option, in prospectus supplements to be filed by the Partnership from time to time, the number of the Units sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Partnership from the sale of the Units and the compensation paid by the Partnership with respect to sales of the Units pursuant to this Agreement during the relevant quarter or such shorter period determined by the Partnership, as the case may be. (j) Within two business days following the applicable Bring-Down Delivery Date the Representative shall have received an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel to the Agents, addressed to the Representative and dated within two business days following the applicable Bring-Down Delivery Date, addressing such matters as the Representative may reasonably request. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall be reasonably satisfactory in form and substance to the Representatives. The Representatives will provide the Partnership with such notice (which may be oral, and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (e) above.,