Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does not 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 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; each of the statements made by the Partnership in the 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 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereof.

No Material Misstatements or Omissions. On each Effective Date(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, 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, (ii) the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on comply and, as amended or supplemented, if applicable, as of the Closing Datedate of such amendment or supplement, the Prospectus (and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; on applicable rules and regulations of the Effective Date Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the Execution Timetime of each sale 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 Registration Statement did not and does not contain any untrue statement Time of a material fact Sale Prospectus, as then amended or omit to state any material fact required to be stated therein or necessary in order to make supplemented by the statements therein not misleading; and on Company, if applicable, will not, as of the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any such amendment or supplement thereto) will not include 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; , (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 made by the Partnership therein, in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering light of the Unitscircumstances under which they were made, 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)not misleading, including but not 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, except that the Partnership Parties make no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion omissions in the Registration Statement, the Preliminary Time of Sale Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such based upon information furnished by or on behalf of relating to any Underwriter consists of furnished to the information described as Company in writing by such in Section 9(c) hereofUnderwriter through the Representative expressly for use therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Actrules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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 Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not 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; each of the statements made by the Partnership in the 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 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 Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Company by or on behalf of any of Underwriter through the Underwriters Representatives specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.

No Material Misstatements or Omissions. On each Effective DateThe Preliminary Prospectus dated June 23, 2004, at the date of the filing thereof with the Commission, conformed in all material respects to the requirements of the Securities Act and the rules thereunder and did not contain 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 Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. The Registration Statement did, in the form in 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 is first and any supplement or amendment thereto when filed in accordance with the Commission under Rule 424(b) under the Securities Act and on the Closing Date, the Prospectus each Delivery Date (and any supplements theretoas defined herein) will, complied or will comply in all material respects with the applicable requirements provisions of the Act and the Exchange Securities Act; on the Effective Date 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 Execution Timedate hereof, the Registration Statement did not and does 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 and, on the date of any filing pursuant to Rule 424(b) and on the Closing 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; each of the statements made by the Partnership in the 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 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 omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the any Partnership Party by or on behalf of any of the Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Actrules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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 Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not 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; each of the statements made by the Partnership in the 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 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 Shipping Entities make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of Underwriter through the Underwriters Representatives specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does not 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 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; each of the statements made by the Partnership in the 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 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

No Material Misstatements or Omissions. On each Effective Date(A) The Registration Statement, the Registration Statement didwhen it became effective, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , (B) the Registration Statement and on the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of any filing pursuant 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 sale of the Units in connection with the offering when the Prospectus is not yet available to Rule 424(b) prospective purchasers and on at the Closing DateDate (as defined in Section 4), the Prospectus (together with any supplement thereto) Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not include 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; , (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 made by the Partnership therein, in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering light of the Unitscircumstances under which they were made, 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)not misleading, including but not 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, (F) each free writing prospectus that the Partnership Parties make no representations or warranties as is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion in the Registration Statement, the Preliminary 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 this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such based upon information furnished by or on behalf of relating to any Underwriter consists of furnished to the information described as Partnership in writing by such in Section 9(c) hereofUnderwriter through you expressly for use therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed in accordance with Rule 424(b) ), and on the Closing DateDate (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplements supplement thereto) will, will comply in all material respects with the all applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not 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 did or, when filed, will contain all statements required to be stated therein in accordance with the Securities Act and the Exchange Act and the respective rules thereunder, and did or, when filed, will contain all statements required to be stated therein in accordance with the Securities Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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 Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not 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; each . Each forward-looking statement (within the meaning of Section 27A of the statements Securities Act and Section 21E of the Exchange Act) made by the Partnership in the 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)such documents, including (but not limited to to) any statements therein with respect to projected results of operations, estimated future available cash and or future cash distributions of the PartnershipPartnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith; provided, however, that the . The Partnership Parties make makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto) in reliance upon on and in conformity with information furnished in writing to the Partnership by or on behalf of any of Underwriter through the Underwriters Representatives specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that . No order preventing or suspending the only such information furnished by or on behalf of any Underwriter consists use of the information described as such in Section 9(c) hereofProspectus has been issued by the Commission.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements As of the Act and the Exchange Act; on the Effective Date and at the Execution Timedate it became effective, the Registration Statement did not not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date as of any filing pursuant to Rule 424(b) and on the Closing Dateits date, the Prospectus (together with any supplement thereto) 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 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; each of Permitted Free Writing Prospectus hereto, if any, does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection each such Permitted Free Writing Prospectus, as supplemented by and taken together with the public offering 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 Unitscircumstances under which they were made, 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 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 faithmisleading; provided, however, that the Partnership Parties make no representations and warranties set forth in this Section 2(e) do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (any such amendment or any supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership Company by or on behalf of any of the Underwriters specifically Manager, Forward Purchaser or Forward Seller expressly for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Underwriter Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 9(c) 7 hereof.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the Exchange ActTrust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT") and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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; providedPROVIDED, however, that the Partnership Parties make Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each Effective Date(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, 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, (ii) the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on comply and, as amended or supplemented, if applicable, as of the Closing Datedate of such amendment or supplement, the Prospectus (and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; on applicable rules and regulations of the Effective Date Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the Execution Timetime of each sale 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 Registration Statement did not and does not contain any untrue statement Time of a material fact Sale Prospectus, as then amended or omit to state any material fact required to be stated therein or necessary in order to make supplemented by the statements therein not misleading; and on Company, if applicable, will not, as of the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any such amendment or supplement thereto) will not include 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; , (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 made by the Partnership therein, in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering light of the Unitscircumstances under which they were made, 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)not misleading, including but not 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, except that the Partnership Parties make no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion omissions in the Registration Statement, the Preliminary Time of Sale Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such based upon information furnished by or on behalf of relating to any Underwriter consists of furnished to the information described as Company in writing by such in Section 9(c) hereof.Underwriter through the Representative expressly for use therein. ​

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the Exchange ActTrust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT") and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereof._______________________________________________________________________________

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements As of the Act and the Exchange Act; on the Effective Date and at the Execution Time, its date the Registration Statement did not, and as of each Representation Date, does not and does not will not, as then amended or supplemented, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date the Prospectus does not, and on the date as of any filing pursuant to Rule 424(b) and on the Closing 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 Prospectus (together with any supplement thereto) will 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 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; each of Permitted Free Writing Prospectus listed on Schedule A, if any, hereto does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection each such Permitted Free Writing Prospectus, as supplemented by and taken together with the public offering 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 Unitscircumstances under which they were made, 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 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 faithmisleading; provided, however, that the Partnership Parties make no representations and warranties set forth in this Section 2(e) do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Preliminary Prospectus or the any Permitted Free Writing Prospectus (or any such amendment or supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically Manager expressly for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at At the Execution Time, the Registration Statement did not and does not not, and, as then amended or supplemented, as of each other Representation Date will not, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date as of any filing pursuant to Rule 424(b) and on the Closing Dateits date, the Prospectus (together with does not, and, as then amended or supplemented, as of each 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 supplement thereto) will 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; each of any Issuer Free Writing Prospectus does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection such Issuer Free Writing Prospectus, as supplemented by and taken together with the public offering 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 Unitscircumstances under which they were made, 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 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 faithmisleading; provided, however, that the Partnership Parties make no representations or and warranties as set forth in this Section 2(g) do not apply to the information contained statements in or omitted omissions from the Registration Statement, the Preliminary Prospectus or the any Issuer Free Writing Prospectus (or any such amendment or supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership Company by or on behalf of any of the Underwriters specifically Manager Party expressly 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereofuse therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Exchange ActTrust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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; on the Effective Date and on the Closing Date the Seventh 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, if not filed pursuant to Rule 424(b), did not or will not, 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 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; each of the statements made by the Partnership in the 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 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 Seventh Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Seventh Issuer by or on behalf of any of Underwriter through the Underwriters Lead Managers specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.;

No Material Misstatements or Omissions. On (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the Firm Closing Date and each Effective Option Date, 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, (ii) the Registration Statement didStatement, as of the time that it became effective, complied and the Prospectus, when the Prospectus it is first filed in accordance with the Commission pursuant to Rule 424(b) under the Securities Act, on the Firm Closing Date and on the Closing each Option Date, the Prospectus (and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; on applicable rules and regulations of the Effective Date Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the Execution time of each sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Firm Closing Date and on each Option Date, the Time of Sale Prospectus, as then 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, (iv) as of the Applicable Time, each broadly available road show, if any, when considered together with the Registration Statement did not and Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading and (v) on the date of the Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on the Firm Closing Date and on any Option Date, as the case may be, the Prospectus (together with any supplement thereto) will not include 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; each of the statements made by the Partnership Company in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering Time of the UnitsSale Prospectus, 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 limited to to) any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the PartnershipCompany, and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions” or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith; provided, however, except that the Partnership Parties make no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion omissions in the Registration Statement, the Preliminary Time of Sale Prospectus or the Prospectus (or based upon information relating to any supplement thereto)Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(c11(b) hereof.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ActTrust Indenture Act and the respective rules thereunder; on the Effective -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 NRPLC makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership NRPLC by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each Effective Date(A) The Registration Statement, the Registration Statement didwhen it became effective, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , (B) the Registration Statement and on the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of any filing pursuant 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 sale of the Units in connection with the offering when the Prospectus is not yet available to Rule 424(b) prospective purchasers and on at the Closing DateDate (as defined in Section 4), the Prospectus (together with any supplement thereto) Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not include 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; , (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 as of its date does not contain and, as amended or supplemented, if applicable, and as of the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made by the Partnership therein, in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering light of the Unitscircumstances under which they were made, 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)not misleading, including but not 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, (F) each free writing prospectus that the Partnership Parties make no representations or warranties as is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion in the Registration Statement, the Preliminary 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 this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such based upon information furnished by or on behalf of relating to any Underwriter consists of furnished to the information described as Partnership in writing by such in Section 9(c) hereofUnderwriter through you expressly for use therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing DateDate and on any Option Closing Date (as such terms are defined in Section 4), the Final Prospectus (and any supplements supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange ActAct and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does will not 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 Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and on any Option Closing Date, the Final Prospectus (together with any supplement thereto) will not 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; each of the statements made by the Partnership in the 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 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 NRP Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists . Each of the information described statements made by the Partnership in such documents within the coverage of Rule 175(b) of the rules and regulations under the Act, including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the Commission, when they were filed, conformed in all material respects to the requirements of the Exchange Act and did not, as of the time each such document was filed, contain 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. Any further Incorporated Documents so filed will, when they are filed, conform in Section 9(c) hereofall material respects to the requirements of the Exchange Act and will not, as of the time each such document is filed, contain 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.

No Material Misstatements or Omissions. On each Effective Date, (1) Each of the Registration Statement didand 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 when the Prospectus is first filed in accordance with Rule 424(b) and on at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), the Prospectus (complied and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Act Securities Act, the Rules and Regulations and the Exchange Act; on the Effective Date , and at the Execution Time, the Registration Statement did not and does will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on (2) neither the date Prospectus nor any amendment or supplement thereto, as of its date, at the time of any filing with the Commission pursuant to Rule 424(b) and on ), at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), the Prospectus (together with any supplement thereto) included, includes or will not include any 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; each of (3) the statements made documents incorporated or deemed to be incorporated by the Partnership 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 provided and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the public offering of electronically transmitted copied thereof filed with the UnitsCommission pursuant to EXXXX, except to the extent permitted by Regulation S-T; provided that the representations and warranties in 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 made incorporated 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 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 omitted from the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon and in conformity with information furnished to the Company in writing to by any Underwriter through the Partnership by or on behalf of any of the Underwriters specifically Representatives expressly for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished provided by or on behalf of any Underwriter consists of the information is that described as such in Section 9(c9(b) hereof.;

No Material Misstatements or Omissions. On each Effective Date(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, 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, (ii) the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on comply and, as amended or supplemented, if applicable, as of the Closing Datedate of such amendment or supplement, the Prospectus (and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; on applicable rules and regulations of the Effective Date Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the Execution Timetime of each sale 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 Registration Statement did not and does not contain any untrue statement Time of a material fact Sale Prospectus, as then amended or omit to state any material fact required to be stated therein or necessary in order to make supplemented by the statements therein not misleading; and on Company, if applicable, will not, as of the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any such amendment or supplement thereto) will not include 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; , (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 made by the Partnership therein, in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering light of the Unitscircumstances under which they were made, 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)not misleading, including but not 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, except that the Partnership Parties make no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically for inclusion omissions in the Registration Statement, the Preliminary Time of Sale Prospectus or the Prospectus (or any supplement thereto), it being understood and agreed that the only such based upon information furnished by or on behalf of relating to any Underwriter consists of furnished to the information described as Company in writing by such in Section 9(c) hereofUnderwriter through the Representative expressly for use therein.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does not 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 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; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters 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 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any the Underwriter consists of the information described as such in Section 9(c8(b) hereof.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements As of the Act and the Exchange Act; on the Effective Date and at the Execution Timeits date, the Registration Statement did not not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; each of the statements made by the Partnership in the Registration Statement and on any further amendments to the date Registration Statement within the coverage of any filing pursuant to Rule 424(b175(b) of the Securities Act was made with a reasonable basis and on the Closing Datein good faith; as of its date, the Prospectus (together with any supplement thereto) 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 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; each of Permitted Free Writing Prospectus listed on Schedule A, if any, hereto does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection each such Permitted Free Writing Prospectus, as supplemented by and taken together with the public offering 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 Unitscircumstances under which they were made, 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 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 faithmisleading; provided, however, that the Partnership Parties make no representations and warranties set forth in this Section 2(e) do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Preliminary Prospectus or the any Permitted Free Writing Prospectus (or any such amendment or supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership by or on behalf of any of the Underwriters specifically Manager expressly 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereofuse therein.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements As of the Act and the Exchange Act; on the Effective Date and at the Execution Time, its date the Registration Statement did not not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date the Prospectus does not, and, as then amended or supplemented, as of each 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 on the date each Time of any filing pursuant to Rule 424(b) Sale and on the Closing Settlement Date, the Prospectus (together with any supplement thereto) will 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; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection each such Permitted Free Writing Prospectus, as supplemented by and taken together with the public offering 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 Unitscircumstances under which they were made, 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 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 faithmisleading; provided, however, that the Partnership Parties make no representations or and warranties as set forth in this Section 2(f) do not apply to the information contained statements in or omitted omissions from the Registration Statement, the Preliminary Prospectus or the any Permitted Free Writing Prospectus (or any such amendment or supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership Company by or on behalf of any of the Underwriters specifically Manager expressly 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereofuse therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Exchange ActTrust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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; on the Effective Date and on the Closing Date the Sixth 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, if not filed pursuant to Rule 424(b), did not or will not, 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 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; each of the statements made by the Partnership in the 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 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 Sixth Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Sixth Issuer by or on behalf of any of Underwriter through the Underwriters Lead Managers specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.;

No Material Misstatements or Omissions. On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing DateDate (as defined herein), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Actrules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does will not 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 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; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters 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 limited to 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any the Underwriter consists of the information described as such in Section 9(c8(b) hereof.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements As of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not not, and does not any further amendments to the Registration Statement will not, when they become effective, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date and on the date hereof; as of any filing pursuant to Rule 424(b) 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 Prospectus (statements therein, in the light of the circumstances under which they were made, not misleading; the Pricing Prospectus, together with any supplement theretothe information included in Schedule II(a) will 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; each of Issuer Free Writing Prospectus listed on Schedule II(b), if any, hereto does not conflict with the statements made by the Partnership information contained in the Registration Statement Statement, and in any Preliminary Prospectus provided to the Underwriters for use in connection each such Issuer Free Writing Prospectus, as supplemented by and taken together with the public offering Disclosure Package as of the UnitsApplicable Time, and did not include any untrue statement of a material fact or omit to be made state any material fact necessary in order to make the statements therein, 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 limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions light of the Partnershipcircumstances under which they were made, was made or will be made with a reasonable basis and in good faithnot misleading; provided, however, that the Partnership Parties make no representations and warranties set forth in this Section 1(e) do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the any Issuer Free Writing Prospectus (or any such amendment or supplement thereto) thereto in reliance upon and in conformity with written information furnished in writing to the Partnership by or on behalf of any of Underwriter through the Underwriters specifically Representatives expressly for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(c) 13 hereof.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate and on any date on which Option Units are purchased hereunder, if such date is not the Closing Date (an "OPTION CLOSING DATE"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Actrules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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 Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, 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 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; each of misleading and the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and or to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of such documents that are covered by Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of ) under the Partnership, was Act were made or will be made with a reasonable basis and in good faith; , provided, however, that the Partnership Teekay Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of Underwriter through the Underwriters Representatives specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.

No Material Misstatements or Omissions. On 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, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not and does not 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 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; each of the statements made by the Partnership in the 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 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereof.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement diddid or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate and on any date on which Option Units are purchased hereunder, if such date is not the Closing Date (an "OPTION CLOSING DATE"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Actrules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and does or will not 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 Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, 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 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; each of misleading and the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and or to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of such documents that are covered by Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of ) under the Partnership, was Act were made or will be made with a reasonable basis and in good faith; , provided, however, that the Partnership Teekay Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any of the Underwriters Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or 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 such in Section 9(c) hereof.

No Material Misstatements or Omissions. On each Effective Date(i) Each document, if any, filed or to be filed pursuant to the Registration Statement did, Exchange Act and when incorporated by reference in the Prospectus is first complied or will comply when so filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements Exchange Act, (ii) each part of the Act and Registration Statement, when such part became effective, did not contain and, each such part as amended or supplemented, if applicable, will not, as of the Exchange Act; on 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 Effective Date and at the Execution Timestatements therein not misleading, (iii) the Registration Statement did not and as of the date hereof does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , (iv) the Registration Statement and on the date Prospectus, at the time it became effective or as of any filing pursuant to its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 424(b) and on 433 under the Closing DateSecurities Act), the Prospectus (if any, when considered together with any supplement thereto) will the Prospectus, does not include 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; each of , except that the representations and warranties set forth in this paragraph do not apply to statements made by the Partnership or omissions in the 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 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 omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance based upon and in conformity with information relating to the Agent furnished to the Company in writing to the Partnership by or on behalf of any of the Underwriters specifically such Agent through you expressly 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 by or on behalf of any Underwriter consists of the information described as such in Section 9(c) hereofuse therein.

No Material Misstatements or Omissions. On each the Effective Date, the Registration Statement didStatement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the Exchange Act; Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT") and the respective rules thereunder, on the Effective Date and at the Execution Timedate of this Agreement, the Registration Statement did not and does or will not 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; on the Effective Date and on 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, if not filed pursuant to Rule 424(b), will not, 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 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; each of the statements made by the Partnership in the 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 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 Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement statement thereto) in reliance upon and in -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- conformity with information furnished in writing to the Partnership Current Issuer by or on behalf of any of Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by or on behalf of any Underwriter consists of the information is described as such in Section 9(c) hereof.Clause 13.2;