Common use of Registration Statements and Prospectus Clause in Contracts

Registration Statements and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Valero Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The At the time each Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the became effective, such Registration Statement has been issued by the Commission complied, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretohereof does comply, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission promulgated thereunder. Each Registration Statement, at the time it became effective, did not, and did not and at each time thereafter at which any amendment to the Registration Statement becomes effective, will not not, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and . The Prospectus, as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Datehereof, as the case may be, the Prospectus will does not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Xxxxxxxx Parties make no representation or warranty with respect representations and warranties in this subsection shall not apply to any statements in or omissions from either Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such an Underwriter expressly for use in the either Registration Statement and the or Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists to those parts of the information described as such in Section 7(bRegistration Statement which constitute Statements of Eligibility and Qualification of Trustees (Form T-1) hereofunder the 1939 Act. The Exchange Act No stop order suspending the effectiveness of either Registration Statement has become effective as provided in Section 12 of been issued and no proceedings for that purpose have been initiated or threatened by the Exchange ActCommission.

Registration Statements and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CommissionPartnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s Partnership Parties’ knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such the Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as As of the applicable effective date of the Registration Statement Statements and any post-effective amendment thereto, the Registration Statement Statements and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each the Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Parties make such Selling Stockholder makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statements, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 ; and provided, further, that the representations and warranties of each of the Exchange ActSelling Stockholders set forth in this paragraph (g) shall apply only to the Selling Stockholders’ Information.

Registration Statements and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CommissionPartnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s Partnership Parties’ knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Company meets the requirements for use of Form S-3 under the 1933 Act; each of the Registration Statement (including any Rule 462(b) Registration Statement) and the Previous Registration Statement has been declared become effective by under the Commission. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) or the Previous Registration Statement has been issued by under the Commission 1933 Act and no proceeding proceedings for that purpose have been instituted or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated are pending or, to the Partnership’s knowledgeknowledge of the Company, threatened are contemplated by the Commission; as , and any request on the part of the applicable effective date of Commission for additional information has been complied with; each Indenture has been duly qualified under the 1939 Act; at the respective times that the Registration Statement, the Previous Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment theretothereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement), the Previous Registration Statement and any such post-effective amendment amendments thereto complied and will comply in all material respects with the applicable requirements of the Securities Act, 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations") and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; each preliminary prospectus and prospectus filed as part of the Registration Statement or the Previous Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations; each preliminary prospectus and the Prospectus delivered to the applicable Agent(s) for use in connection with the offering of Notes are identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permittxx xx Regulation S-T; and at the date hereof, at the date of the Prospectus and at each Representation Date, neither the Prospectus nor any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus included or will not contain any include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Xxxxxxxx Parties make no representation or warranty with respect representations and warranties in this subsection shall not apply to any (1) statements in or omissions from the Registration Statement, the Previous Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter the Agents expressly for use in the Registration Statement, the Previous Registration Statement and or the Prospectus or (2) the Statements of Qualification and any amendment or supplement thereto, it being understood and agreed that Eligibility filed as exhibits to the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of or the Exchange ActPrevious Registration Statement (the "Form T-1").

Registration Statements and Prospectus. The Registration Statement has Statements have been declared effective by the CommissionCommission under the Securities Act. No order suspending the effectiveness of the Registration Statement Statements has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership Company or related to the offering of the Units has been initiated orShares has, to the Partnership’s knowledgeknowledge of the Company, been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement Statements and any post-effective amendment amendments thereto, the Registration Statement Statements and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and 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; provided that the Xxxxxxxx Parties make Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statements and the Prospectus and any amendment or supplement thereto or information furnished to the Company in writing by or on behalf of such Underwriter a Selling Stockholder expressly for use in the Registration Statement Statements and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof. The Exchange Act Registration Statement has become effective hereof and the only such information with respect to any Selling Stockholder is limited to the Selling Stockholders’ Information (as provided defined in Section 12 of the Exchange Act4(e)).

Registration Statements and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CommissionPartnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units Securities has been initiated or, to the Partnership’s Partnership Parties’ knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and 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; provided that the Xxxxxxxx Partnership Parties make no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Registration Statement has been declared effective by Statements, at the Commission. No order suspending respective Effective Dates thereof, fully complied, and as of each Representation Date will fully comply, and the effectiveness Prospectus, at the time of the Registration Statement has been issued by most recent filing thereof and of any supplement or amendment thereto (including each Pricing Supplement) with the Commission and no proceeding for that purpose or SEC pursuant to Section 8A Rule 424(b) of the Securities 1933 Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; Regulations and as of each Representation Date, as it may then be amended or supplemented, and the applicable effective date Indenture, as of the Registration Statement and any post-effective amendment theretoeach Representation Date, the Registration Statement and any such post-effective amendment complied and will fully comply in all material respects with the applicable requirements provisions of the Securities 1933 Act, the 1933 Act Regulations, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder (the "Trust Indenture Act Regulations"), or pursuant to said rules and regulations did or will be deemed to comply therewith. On the respective Effective Dates thereof and as of each Representation Date, the Registration Statements did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as . The Prospectus, at the time of the date most recent filing thereof and of any supplement or amendment thereto (including each Pricing Supplement) with the SEC pursuant to Rule 424(b) of the Prospectus and any amendment or supplement thereto and as of the Closing Date 1933 Act Regulations and as of each Additional Closing Representation Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided foregoing representations and warranties in Section 12 of the Exchange Act.this paragraph (ii) shall not apply to statements or

Registration Statements and Prospectus. The Company meets the requirements for use of Form S-3 under the 1933 Act; each of the Registration Statement (including any Rule 462(b) Registration Statement) and the Previous Registration Statement has been declared become effective by under the Commission. No 1933 Act and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) or the Previous Registration Statement has been issued by under the Commission 1933 Act and no proceeding proceedings for that purpose have been instituted or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated are pending or, to the Partnership’s knowledgeknowledge of the Company, threatened are contemplated by the Commission; as , and any request on the part of the applicable effective date of Commission for additional information has been complied with; each Indenture has been duly qualified under the 1939 Act; at the respective times that the Registration Statement, the Previous Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment theretothereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement), the Previous Registration Statement and any such post-effective amendment amendments thereto complied and will comply in all material respects with the applicable requirements of the Securities Act, 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations") and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; each preliminary prospectus and prospectus filed as part of the Registration Statement or the Previous Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations; each preliminary prospectus and the Prospectus delivered to the applicable Agent(s) for use in connection with the offering of Notes are identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T; and at the date hereof, at the date of the Prospectus and at each Representation Date, neither the Prospectus nor any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus included or will not contain any include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Xxxxxxxx Parties make no representation or warranty with respect representations and warranties in this subsection shall not apply to any (1) statements in or omissions from the Registration Statement, the Previous Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter the Agents expressly for use in the Registration Statement, the Previous Registration Statement and or the Prospectus or (2) the Statements of Qualification and any amendment or supplement thereto, it being understood and agreed that Eligibility filed as exhibits to the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of or the Exchange ActPrevious Registration Statement (the "Form T-1").

Registration Statements and Prospectus. The Secondary Registration Statement has been declared effective by the Commission. The Primary Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the either Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose those purposes or pursuant to Section 8A of the Securities Act against the Partnership Company or related to the offering of the Units Shares has been initiated or, to the knowledge of the Company, the General Partner or the Operating Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement Statements and any post-effective amendment thereto, the each Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each the Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Parties Company, the General Partner and the Operating Partnership make no representation or and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company, the General Partner or the Operating Partnership in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and Statements or the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b9(c) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act, or (ii) any Selling Stockholder Information.

Registration Statements and Prospectus. The Registration Statement has Statements have been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement Statements has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, or threatened by the Commission; as of the applicable effective date of the Registration Statement Statements and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment Statements complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Xxxxxxxx Parties make Company makes no representation or and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter through the Representative expressly for use in the Registration Statement Statements and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional the Option Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Parties make such Selling Stockholder makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the General Disclosure Package and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 Underwriter Information; and provided, further, that the representations and warranties of the Exchange ActSelling Stockholder set forth in this paragraph (vii) shall apply only to the Selling Stockholder’s Information.

Registration Statements and Prospectus. The Registration Statement has Statements have been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement Statements and any post-effective amendment thereto, the Registration Statement Statements and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional any Option Closing Date, as the case may be, the Prospectus 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; provided provided, however, that the Xxxxxxxx Parties make Company makes no representation or warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter expressly for use in the Registration Statement Statements and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in the final sentence of Section 7(b8(c) hereof. The Exchange Act , or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Selling Stockholder expressly for use in the Registration Statement has become effective as provided in Section 12 Statements and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information consists of the Exchange Actinformation described as such in the final sentence of Section 8(b) hereto.

Registration Statements and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CommissionPartnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s Partnership Parties’ knowledge, threatened by the Commission; Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; misleading; provided that the Xxxxxxxx Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership or the General Partner in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

Registration Statements and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CommissionPartnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units Notes has been initiated or, to the Partnership’s Partnership Parties’ knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of each Additional Closing Date, as the case may be, the Prospectus 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; provided that the Xxxxxxxx Partnership Parties make no representation or warranty with respect to any statements or omissions (i) made in reliance upon and in conformity with information relating to any Underwriter furnished to the either Partnership Party in writing by or on behalf of such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof. The Exchange Act , or (ii) applying to the part of the Registration Statement has become effective as provided in Section 12 that constitutes the Trustee’s Statement of Eligibility on Form T-1 under the Trust Indenture Act. In addition, the Base Indenture and each of the Exchange Indentures has been duly qualified under the Trust Indenture Act.

Registration Statements and Prospectus. The Registration Statement has been declared effective by Company meets the Commission. No order suspending requirements for use of Form S-3 and, at the effectiveness time each of the Registration Statements and the Post-Effective Amendment thereto became effective, each Registration Statement has been issued by the Commission complied, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units has been initiated or, to the Partnership’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment theretoRepresentation Date will comply, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission promulgated thereunder. Each of the Registration Statements, at the time it and the Post-Effective Amendment thereto became effective, did not, and did not at each time thereafter at which any amendment to the Registration Statements becomes effective or any Annual Report on Form 10-K is filed by the Company with the Commission and as of the applicable Representation Date, will not not, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; . The Prospectus, as of the date hereof does not, and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing applicable Representation Date and as of each Additional Closing Datewill not, as the case may be, the Prospectus will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Xxxxxxxx Parties make no representation or warranty with respect representations and warranties in this subsection shall not apply to any statements in or omissions from the Registration Statements or Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by or on behalf of such Underwriter the Agents expressly for use in the Registration Statement and the Statements or Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished consists to those parts of the information described as such in Section 7(b) hereof. The Exchange Registration Statements which constitute the Statements of Eligibility and Qualification under the 1939 Act Registration Statement has become effective as provided in Section 12 of the Exchange Acton Form T-1.