Common use of Well-Known Seasoned Issuer and Not an Ineligible Issuer Clause in Contracts

Well-Known Seasoned Issuer and Not an Ineligible Issuer. The Partnership was at the time of the initial filing of the Registration Statement and continues to be a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to use an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) for the registration of the Units, including not having been an “ineligible issuer” (as defined in Rule 405 under the Securities Act) at any such time or date. The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf registration statement form. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and the Partnership is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Units.