Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Settlement Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with At the Securities Act. Each of respective -------------------------------------- times the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus Statement and any post-effective amendments or supplements theretothereto became effective and at the Closing Time (and, if any U.S. Option Securities are purchased, at the time it became effective or its date, as applicable, and as Date of each Settlement Date (as defined in Section 2(a)(vii) belowDelivery), complied in all material respects with the Securities ActRegistration Statement, the Rule 462(b) Registration Statement and as of each effective date any amendments and each Settlement Datesupplements thereto, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended and neither the Prospectuses, nor any amendments of supplements thereto, at the time the Prospectuses or supplementedany such amendment or supplement thereto was issued and at the Closing Time (and, as if any U.S. Option Securities are purchased, at the Date of its date, Delivery) did not and, as of each Settlement Date, and will not, contain any not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, U.S. Prospectus made in reliance upon and in conformity with information relating to the Agent furnished to the Company or the Manager in writing by any U.S. Underwriter through the Agent U.S. Representatives expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredU.S. Prospectus.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of the date it became effective the Registration Statement did not, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date the Prospectus did not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not and, as of each Settlement Date, will not, contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective such amendment thereto, or the Prospectus, or any amendments or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by the Agent or on behalf of any Manager, Forward Purchaser or Forward Seller expressly for use therein. There are no contracts or other documents required to be described in , it being understood and agreed that the Prospectus or to be filed as exhibits only such information furnished to the Registration Statement which have not been Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described or filed as requiredsuch in Section 7 hereof.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus Statement and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and at the time it became effective or its date, as of each effective date and each Settlement Dateapplicable, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use thereinInformation. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which that have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn each Effective Date, the Registration Statement did, and as amended or supplementedwhen the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the Exchange Act; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and will does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its date, did not and, as of each Settlement any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, contain not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth ; each of the statements made by the Partnership in the two immediately preceding sentences do Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not apply limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to the Company in writing Partnership by the Agent expressly or on behalf of any Underwriter specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Preliminary Prospectus or to be filed the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as exhibits to the Registration Statement which have not been described or filed as requiredsuch in Section 9(c) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of the date it became effective the Registration Statement did not, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date the Prospectus did not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not and, as of each Settlement Date, will not, contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective such amendment thereto, or the Prospectus, or any amendments or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by the Agent or on behalf of any Manager expressly for use therein. There are no contracts or other documents required to be described in , it being understood and agreed that the Prospectus or to be filed as exhibits only such information furnished to the Registration Statement which have not been Company by or on behalf of any Manager consists of the information described or filed as requiredsuch in Section 7 hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn each Effective Date, the Registration Statement did, and as amended or supplementedwhen the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the Exchange Act; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and will does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its date, did not and, as of each Settlement any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, contain not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth ; each of the statements made by the Partnership in the two immediately preceding sentences do Registration Statement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not apply limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of the Company in writing by the Agent expressly Underwriter specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Preliminary Prospectus or to be filed the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as exhibits to the Registration Statement which have not been described or filed as requiredsuch in Section 8(b) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did or will, and as amended or supplementedwhen the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased, if applicablesuch date is not the Closing Date (a “settlement date”), will the Prospectus (and any supplements thereto) will, comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the rules thereunder; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; and, on the Effective Date, the Prospectus, as amended or supplemented, as of its date, did if not and, as of each Settlement Datefiled pursuant to Rule 424(b), will not, contain and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the Shipping Entities make no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of any Underwriter through the Company Representatives specifically for inclusion in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. (i) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery Date (as hereinafter defined), the Time of its date, did not andSale Prospectus, as of each Settlement Datethen amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company in writing by the Agent such Underwriter through you expressly for use therein. There are no contracts or other documents required to be described in , it being understood and agreed that the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.only

No Material Misstatements or Omissions. (A) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, (B) the Registration Statement and the Prospectus comply and, as amended or supplemented, as of its dateif applicable, did not andwill, as of the date of such amendment or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (C) the Time of Sale Prospectus does not, and at the time of each Settlement Datesale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (D) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (F) each free writing prospectus that the Partnership is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as supplemented by and taken together with the Time of Sale Prospectus, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) each Section 5(d) Writing listed on Schedule II(b) hereto does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company Partnership in writing by the Agent such Underwriter through you expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of Neither the Registration StatementStatement nor any amendment thereto contained, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments contains or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The As of each Applicable Time, neither (A) the General Disclosure Package nor (B) any Issuer Limited Use Free Writing Prospectus, as amended when considered together with the General Disclosure Package, included, includes or supplemented, as of its date, did not and, as of each Settlement Date, will not, contain any include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus, Prospectus (or any amendments amendment or supplements supplement thereto, ) made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent any Manager expressly for use therein. There are no contracts or other documents required to be described in therein (the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required“Manager Information”).

No Material Misstatements or Omissions. (i) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each not contain, as of the Registration Statementdate of such amendment or supplement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, as of its date, did not andif applicable, as of the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each Settlement Datesale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, as of the date of such amendment or supplement contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) the Prospectus, as of its date, and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, and as of the Closing Date and each Option Closing Date (as defined in Section 2), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company in writing by such Underwriter through the Agent Representative expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.​

No Material Misstatements or Omissions. The Preliminary Prospectus when filed complieddated June 23, and as amended or supplemented2004, if applicableat the date of the filing thereof with the Commission, will comply conformed in all material respects with to the requirements of the Securities Act. Each of Act and the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus rules thereunder and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Settlement Date, will not, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. The Registration Statement in the two immediately preceding sentences do not apply to statements form in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or which it became effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) under the Securities Act and on each Delivery Date (as defined herein) complied or will comply in all material respects with the provisions of the Securities Act; the Registration Statement in the form in which it became effective and also in such form as it may be when a post-effective amendment thereto shall become effective, and at the date hereof, did not or will not at any such times contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the date of any filing pursuant to Rule 424(b) and on each Delivery Date, the Prospectus (together with any supplement thereto) did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus, Prospectus (or any amendments or supplements supplement thereto, made ) in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing to any Partnership Party by or on behalf of the Agent expressly Underwriters specifically for use therein. There are no contracts or other documents required to be described inclusion in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements theretoPreliminary Memorandum, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Datethereof, did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The ProspectusAt the Execution Time and on the Closing Date, as amended or supplemented, as of its date, the Final Memorandum did not andand will not (and any amendment or supplement thereto at the date thereof and at the Closing Date will not) contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of each Settlement the Initial Purchasers, specifically for inclusion therein. The documents incorporated or deemed to be incorporated by reference in the Preliminary Memorandum or the Final Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Exchange Act, and when read together with the other information in the Final Memorandum, at the time the Final Memorandum was issued and at the Closing Date, do not and will not, contain any not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did, and as amended or supplementedwhen the Prospectus is first filed in accordance with Rule 424(b) and on any Settlement Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act. Each Act and the rules and regulations of the Commission thereunder; the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, date hereof and as of each effective date and each Settlement Datewith respect thereto, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplementedsupplements thereto, as of its datetheir respective dates, did not and, as of and at each Applicable Time and Settlement Date, as the case may be, included or will not, contain any include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the Partnership Parties make no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, Statement or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of the Company in writing by the Agent Manager expressly for use therein. There are no contracts or other documents required to be described inclusion in the Prospectus or to be filed as exhibits to the Registration Statement which have not been or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Manager consists of the information described or filed as requiredsuch in Section 7(b) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of its date and the date hereof, the Registration Statement did not, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of any further amendments to the Registration StatementStatement will not, any Rule 462(b) Registration Statementwhen they become effective, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, ; as of its datedate and the date hereof, did not andthe Prospectus does not, and as it may be amended or supplemented at any Time of each Settlement DateSale, if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Permitted Free Writing Prospectuses, if any, identified on Schedule A hereto, as of the Execution Time, did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus listed on Schedule A, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of the Execution Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent or on behalf of any Manager expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn each Effective Date, the Registration Statement did, and as amended or supplementedwhen the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the Exchange Act; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and will does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its date, did not and, as of each Settlement any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, contain not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth ; each of the statements made by the Partnership in the two immediately preceding sentences do Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not apply limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of any of the Company in writing by the Agent expressly Underwriters specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Preliminary Prospectus or to be filed the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as exhibits to the Registration Statement which have not been described or filed as requiredsuch in Section 9(c) hereof.

No Material Misstatements or Omissions. (i) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each not contain, as of the Registration Statementdate of such amendment or supplement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, as of its date, did not andif applicable, as of the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each Settlement Datesale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section Error! Reference source not found.), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, as of the date of such amendment or supplement contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) the Prospectus, as of its date, and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, and as of the Closing Date and each Option Closing Date (as defined in Section 2), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company in writing by such Underwriter through the Agent Representative expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of its effective date, the Registration Statement did not, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date the Prospectus did not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not and, as of each Settlement Date, will not, contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus, if any, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of the Agent Manager expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of its date the Registration Statement did not, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date the Prospectus does not, and, as then amended or supplemented, as of its date, did not and, as of each Settlement Date, Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(f) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by the Agent or on behalf of any Manager expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed compliedin all material respects with the Exchange Act, and (ii) each part of the Registration Statement, when such part became effective, did not contain and, each such part as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and Statement as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The , (iv) the Registration Statement and the Prospectus, at the time it becomes effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, as of its date, did not and, as of each Settlement Dateif applicable, will notcomply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (vi) as of its date and as of each Settlement Date, the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, Statement or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent furnished to the Company in writing by the such Agent through you expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became or becomes effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of its date, the Registration Statement did not, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; each of the statements made by the Partnership in the Registration Statement and any further amendments to the Registration Statement within the coverage of Rule 175(b) of the Securities Act was made with a reasonable basis and in good faith; as of its date, the Prospectus does not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, did not and, as of each Settlement Date, will not, contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus listed on Schedule A, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent or on behalf of any Manager expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as amended or supplementeddefined herein), if applicablethe Prospectus will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the rules and regulations thereunder; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its date, did not and, as of each Settlement any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, contain not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth ; each of the statements made by the Partnership in the two immediately preceding sentences do Registration Statement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including (but not apply limited to) any statements with respect to statements projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent Partnership by or on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be Underwriter consists of the information described as such in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 8(b) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn each Effective Date, the Registration Statement did, and as amended or supplementedwhen the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the Exchange Act; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and will does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as ; and on the date of its date, did not and, as of each Settlement any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, contain not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth ; each of the statements made by the Partnership in the two immediately preceding sentences do Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not apply limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations or warranties as to the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of any of the Company in writing by the Agent expressly Underwriters specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Preliminary Prospectus or to be filed the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as exhibits to the Registration Statement which have not been described or filed as requiredsuch in Section 8(b) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedAt the Execution Time, and the Registration Statement did not, and, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement other Representation Date (as defined in Section 2(a)(vii) below)will not, complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date, the Prospectus does not, and, as then amended or supplemented, as of its date, did not and, as of each Settlement Date, Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any Issuer Free Writing Prospectus, as of its date and each Time of Sale and Settlement Date, as applicable, did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; any Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, and any such Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date and each Time of Sale and Settlement Date, as applicable, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(g) do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Issuer Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by the Agent or on behalf of any Manager Party expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each As of its date the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicableStatement did not, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Representation Date, did does not and will not not, as then amended or supplemented, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus; as of its date the Prospectus does not, and as of each Representation Date, does not and will not, as then amended or supplemented, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, did not and, as of each Settlement Date, will not, contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Permitted Free Writing Prospectus listed on Schedule A, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent or on behalf of any Manager expressly for use therein. There are no contracts or other documents required to be , it being understood and agreed that the only such information furnished consists of the information described as such in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 7(b) hereof.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did or will, and as amended or supplementedwhen the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased hereunder, if applicablesuch date is not the Closing Date (an "OPTION CLOSING DATE"), will the Prospectus (and any supplements thereto) will, comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the rules thereunder; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; and, on the Effective Date, the Prospectus, as amended or supplemented, as of its date, did if not and, as of each Settlement Datefiled pursuant to Rule 424(b), will not, contain and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The misleading and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, provided, however, that the Teekay Parties make no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, Statement or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to the Company Partnership by or on behalf of any Underwriter specifically for inclusion in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. The Prospectus when filed compliedAs of the Effective Time, the Registration Statement did not, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of any further amendments to the Registration StatementStatement will not, any Rule 462(b) Registration Statementwhen they become effective, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, ; as of its date, did not and, date and the date hereof; as of each Settlement its date and the date hereof, the Prospectus does not, and as it may be amended or supplemented on the Closing Date and the Option Closing Date, if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Pricing Prospectus, together with the information included in Schedule II(a) hereto and the Issuer Free Writing Prospectuses, if any, identified on Schedule II(b) hereto (collectively, the “Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; each Issuer Free Writing Prospectus listed on Schedule II(b), if any, hereto does not conflict with the information contained in the Registration Statement, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 1(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, the Pricing Prospectus or any amendments Issuer Free Writing Prospectus or supplements thereto, made any such amendment or supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by or on behalf of any Underwriter through the Agent Representatives expressly for use therein. There are no contracts , it being understood and agreed that the only such information furnished by or other documents required to be on behalf of any Underwriter consists of the information described as such in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 13 hereof.

No Material Misstatements or Omissions. The (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed compliedin all material respects with the Exchange Act, and (ii) each part of the Registration Statement, when such part became effective, did not contain and, each such part as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and Statement as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The , (iv) the Registration Statement and the Prospectus, at the time it became effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, as of its date, did not and, as of each Settlement Dateif applicable, will notcomply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading and (vi) as of its date and as of each Settlement Date, the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, Statement or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent furnished to the Company in writing by the such Agent through you expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did or will, and as amended or supplementedwhen the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased hereunder, if applicablesuch date is not the Closing Date (an "OPTION CLOSING DATE"), will the Prospectus (and any supplements thereto) will, comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the rules thereunder; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; and, on the Effective Date, the Prospectus, as amended or supplemented, as of its date, did if not and, as of each Settlement Datefiled pursuant to Rule 424(b), will not, contain and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The misleading and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, provided, however, that the Teekay Parties make no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, Statement or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Partnership by or on behalf of any Underwriter through the Company Representatives specifically for inclusion in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. The Prospectus when filed complied(1) Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B of the Rules and Regulations, at the Applicable Time, and as amended or supplementedat the Closing Date (and, if applicableany Option Shares are purchased, at each Option Closing Date), complied and will comply in all material respects with the Securities Act. Each requirements of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, the Rules and as of each effective date Regulations and each Settlement Datethe Exchange Act, and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended ; (2) neither the Prospectus nor any amendment or supplementedsupplement thereto, as of its date, did not at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date (and, as of if any Option Shares are purchased, at each Settlement Option Closing Date), included, includes or will not, contain any include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; (3) the documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package (as defined herein) and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (4) each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time and at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), complied and will comply in all material respects with the requirements of the Rules and Regulations and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copied thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T; provided that the representations and warranties set forth in the two immediately preceding sentences do clauses (1), (2) and (3) above shall not apply to statements in or omissions from any Registration Statement, Prospectus or documents incorporated or deemed to be incorporated in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Pricing Disclosure Package or the Prospectus, or any amendments or supplements thereto, Prospectus made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by any Underwriter through the Agent Representatives expressly for use therein. There are no contracts or other documents required to be , it being understood and agreed that the only such information provided by any Underwriter is that described as such in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.Section 9(b) hereof;

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of Neither the Registration StatementStatement nor any amendment thereto contained, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments contains or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The As of each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, as amended when considered together with the General Disclosure Package, included, includes or supplemented, as of its date, did not and, as of each Settlement Date, will not, contain any include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus, Prospectus (or any amendments amendment or supplements supplement thereto, ) made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent any Manager expressly for use therein. There are no contracts or other documents required to be described in therein (the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required“Manager Information”).

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as amended or supplementeddefined herein) and on any date on which Option Securities are purchased, if applicablesuch date is not the Closing Date (a “settlement date”), will the Prospectus (and any supplements thereto) will, comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration StatementAct and the rules thereunder; on the Effective Date and at the Execution Time, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; and, on the Effective Date, the Prospectus, as amended or supplemented, as of its date, did if not and, as of each Settlement Datefiled pursuant to Rule 424(b), will not, contain and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the Company makes no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or the Prospectus (or any post-effective amendment supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating to the Agent furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredthe Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. (i) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each not contain, as of the Registration Statementdate of such amendment or supplement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, as of its date, did not andif applicable, as of the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each Settlement Datesale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, as of the date of such amendment or supplement contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) the Prospectus, as of its date, and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, and as of the Closing Date and each Option Closing Date (as defined in Section 2), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company in writing by such Underwriter through the Agent Representative expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed compliedOn the Effective Date, the Registration Statement did or will, and as amended or supplementedwhen the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, if applicablethe Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act. Each applicable requirements of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, the Exchange Act and as the Trust Indenture Act and the respective rules thereunder; on the Effective -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date and at the date of each effective date and each Settlement Datethis Agreement, the Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ; on the Effective Date and the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, as amended or supplemented, as of its date, did if not and, as of each Settlement Datefiled pursuant to Rule 424(b), will not, contain and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that NRPLC makes no representations and or warranties set forth in as to the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or the Prospectus (or any post-effective amendment statement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing to NRPLC by or on behalf of any Underwriter through the Agent expressly Lead Underwriters specifically for use therein. There are no contracts or other documents required to be described inclusion in the Prospectus or to be filed as exhibits to the Registration Statement or the Prospectus (or any supplement thereto), which have not been information is described or filed as required.in Clause 13.2;