Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. As of its date the Registration Statement 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 required to be stated therein or necessary 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 each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager expressly for use therein.

No Material Misstatements or Omissions. As of its the date it became effective the Registration Statement 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does did not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager Manager, Forward Purchaser or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of its date the Registration Statement 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does did not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of its date At the respective -------------------------------------- times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto, did not, and does not and will not, as then amended or supplemented, as of each Representation Date, not 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; as , and neither the Prospectuses, nor any amendments of its date supplements thereto, at the Prospectus does not, time the Prospectuses or any such amendment or supplement thereto was issued and at the Closing Time (and, as then amended or supplementedif any U.S. Option Securities are purchased, as at the Date of each Representation Date Delivery) did not and will not, contain not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(f) do subsection shall not apply to statements in or omissions from the Registration Statement, the Statement or U.S. Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company or the Manager in writing by or on behalf of any Manager U.S. Underwriter through the U.S. Representatives expressly for use thereinin the Registration Statement or U.S. Prospectus.

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

No Material Misstatements or Omissions. As On the Effective Date, the Registration Statement did, and when the Prospectus (and any supplement thereto) is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of its date the Act, the Exchange Act and the rules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Company in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including (but not limited to) any statements with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were made, not misleadingCompany was made or will be made with a reasonable basis and in good faith; provided, however, that the Company Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Manager expressly of the Underwriters specifically for use thereininclusion 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 8(b) hereof.

No Material Misstatements or Omissions. As of its date the (i) The Registration Statement Statement, when it became effective, did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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 and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of its date the Commission thereunder, (iii) the Time of Sale Prospectus does not, andand at the 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 applicable Delivery Date, the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Partnership, as of each Representation Date if applicable, will not, contain an 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 Permitted Free Writing Prospectusmisleading and (v) the Prospectus does not include and, as amended or supplemented, if anyapplicable, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did will not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company Partnership in writing by or on behalf of any Manager such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 13 herein.

No Material Misstatements or Omissions. As of its date the Registration Statement did not, and as of each Representation Date, 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does not, andand as of each Representation Date, does not and will not, 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 B hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 ProspectusProspectus listed on Schedule B, if any, identified on Schedule A hereto, as of its date, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use therein, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof.

No Material Misstatements or Omissions. As of its date effective date, the Registration Statement did not, not or will 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does did not or will not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any the Manager expressly for use therein.

No Material Misstatements or Omissions. As of its date the (i) The Registration Statement Statement, when it became effective, did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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 and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of its date the Commission thereunder; (iii) the Time of Sale Prospectus does not, andand at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery Date (as hereinafter defined), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Company, as of each Representation Date if applicable, will not, contain an 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectusbroadly available road show, if any, identified on Schedule A hereto, as when considered together with the Time of its dateSale Prospectus, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any 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(v) the Prospectus does not contain and, howeveras amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company in writing by or on behalf of any Manager such Underwriter through you expressly for use therein., it being understood and agreed that the only

No Material Misstatements or Omissions. As of its date the (A) The Registration Statement Statement, when it became effective, did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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; , (B) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of its the date of such amendment or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (C) the Time of Sale Prospectus does not, andand at the 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 Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Partnership, as of each Representation Date if applicable, will not, contain an 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; , (D) each Permitted Free Writing Prospectusbroadly available road show, if any, identified on Schedule A hereto, as of its date, and each when considered together with the Time of Sale and Settlement DateProspectus, as applicable did does not include contain any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, (E) the Prospectus does not contain and, as amended or supplemented, if anyapplicable, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however(F) each free writing prospectus that the Partnership is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as supplemented by and taken together with the Time of Sale Prospectus, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) each Section 5(d) Writing listed on Schedule II(b) hereto does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company Partnership in writing by or on behalf of any Manager such Underwriter through you expressly for use therein.

No Material Misstatements or Omissions. As On the Effective Date, the Registration Statement, 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 its the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, the Registration Statement did not, and does not and or will not, as then amended or supplemented, as of each Representation Date, not 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; 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 each Time of Sale and Settlement Date, as applicable did not include 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, in the light of the circumstances under which they were made, therein not misleading; each Permitted Free Writing 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 anynot filed pursuant to Rule 424(b), identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statementwill not, and each such Permitted Free Writing Prospectuson the date of any filing pursuant to Rule 424(b) and on the Closing Date, as supplemented by and taken the Prospectus (together with the Prospectus as of its dateany supplement thereto) will not, did not and will not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, or the Prospectus (or any Permitted Free Writing Prospectus or any such amendment or supplement thereto statement thereto) in reliance upon and in conformity with written information furnished in writing to the Company Current Issuer by or on behalf of any Manager expressly Underwriter through the Lead Underwriters specifically for use therein.inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. As 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 its date the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager expressly of the Underwriters specifically for use thereininclusion 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 8(b) hereof.

No Material Misstatements or Omissions. As of its date and the date hereof, the Registration Statement did not, and does not and any further amendments to the Registration Statement will not, as then amended or supplemented, as of each Representation Datewhen they become effective, 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; as of its date and the date hereof, the Prospectus does not, and, and as then it may be amended or supplementedsupplemented at any Time of Sale, as of each Representation Date if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each the Permitted Free Writing ProspectusProspectuses, if any, identified on Schedule A hereto, as of its datethe Execution Time, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing ProspectusProspectus listed on Schedule A, if any, identified on Schedule A hereto, as of its date, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datethe Execution Time, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use therein.

No Material Misstatements or Omissions. As 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 its date the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager expressly of the Underwriters specifically for use thereininclusion 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. As of its date Neither the Registration Statement did notnor any amendment thereto contained, and does not and contains or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does not, and, as then amended or supplemented, as . As of each Representation Date Applicable Time, neither (A) the General Disclosure Package nor (B) any Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will not, contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, does not conflict at the time of any filing with the information contained in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, and each such Permitted Free Writing Prospectusincluded, as supplemented by and taken together with the Prospectus as of its date, did not and includes or will not include any an untrue statement of a material fact or omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(f) do subsection shall not apply to statements in or omissions from the Registration StatementStatement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any Permitted Free Writing Prospectus or any such amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use thereintherein (the “Manager Information”).

No Material Misstatements or Omissions. As of its date Neither the Registration Statement did notnor any amendment thereto contained, and does not and contains or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does not, and, as then amended or supplemented, as . As of each Representation Date Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will not, contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, does not conflict at the time of any filing with the information contained in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, and each such Permitted Free Writing Prospectusincluded, as supplemented by and taken together with the Prospectus as of its date, did not and includes or will not include any an untrue statement of a material fact or omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(f) do subsection shall not apply to statements in or omissions from the Registration StatementStatement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any Permitted Free Writing Prospectus or any such amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use thereintherein (the “Manager Information”).

No Material Misstatements or Omissions. As (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act, (ii) each part of its date the Registration Statement Statement, when such part became effective, did notnot contain and, and does not and each such part as amended or supplemented, if applicable, will not, as then amended of the date of such amendment or supplemented, as of each Representation Datesupplement, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus, at the time it becomes effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in 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, not contain and, as then amended or supplemented, as of each Representation Date if applicable, will not, not contain an 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, Statement or the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance based upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of any Manager such Agent through you expressly for use therein.

No Material Misstatements or Omissions. As of its the date it became effective the Registration Statement 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does did not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager consists of the information described as such in Section 7 hereof.

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

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

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notor will, and does when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased hereunder, if 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 rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date the Prospectus does not, and, as then amended or supplementedon the Effective Date, as of each Representation Date the Prospectus, if not filed pursuant to Rule 424(b), will not, contain an untrue statement and on the date of a material fact or omit any filing pursuant to state a material fact necessary to make Rule 424(b) and on 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, Closing Date and each Time of Sale and Settlement any Option Closing Date, as applicable did not the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, misleading and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, in the light of the circumstances under which they were made, not misleading; provided, however, that the Teekay Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, Statement or the Prospectus (or 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 Company Partnership by or on behalf of any Manager expressly Underwriter through the Representatives specifically for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. As of its date the (i) The Registration Statement Statement, when it became effective, did not, and does not and will notcontain and, as then amended or supplemented, if applicable, will not contain, as of each Representation Datethe date of such amendment or supplement, contain an 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 and the Prospectus comply and, as amended or supplemented, if applicable, as of its the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, andand at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section Error! Reference source not found.), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Company, if applicable, will not, as of each Representation Date will not, the date of such amendment or supplement contain an 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; , (iv) each Permitted Free Writing Prospectusbroadly available road show, if any, identified on Schedule A hereto, as of its date, and each when considered together with the Time of Sale and Settlement DateProspectus, as applicable did does not include contain any untrue statement of a material fact or omit to state any 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 Permitted Free Writing , and (v) the Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with and, as amended or supplemented, if applicable, as of the information contained in the Registration Statementdate of such amendment or supplement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datethe Closing Date and each Option Closing Date (as defined in Section 2), did not and will not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company in writing by or on behalf of any Manager such Underwriter through the Representative expressly for use therein.

No Material Misstatements or Omissions. As 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 its date the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager expressly Underwriter specifically for use thereininclusion 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. As (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act, (ii) each part of its date the Registration Statement Statement, when such part became effective, did notnot contain and, and does not and each such part as amended or supplemented, if applicable, will not, as then amended of the date of such amendment or supplemented, as of each Representation Datesupplement, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus, at the time it became effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in 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, not contain and, as then amended or supplemented, as of each Representation Date if applicable, will not, not contain an 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, Statement or the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance based upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of any Manager such Agent through you expressly for use therein.

No Material Misstatements or Omissions. As of its date the Effective Time, the Registration Statement did not, and does not and any further amendments to the Registration Statement will not, as then amended or supplemented, as of each Representation Datewhen they become effective, 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; as of its date and the date hereof; as of its date and the date hereof, the Prospectus does not, and, and as then it may be amended or supplementedsupplemented on the Closing Date and the Option Closing Date, as of each Representation Date if any, will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted the Pricing Prospectus, together with the information included in Schedule II(a) hereto and the Issuer Free Writing ProspectusProspectuses, if any, identified on Schedule A heretoII(b) hereto (collectively, the “Disclosure Package”), as of its datethe Applicable Time, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Issuer Free Writing ProspectusProspectus listed on Schedule II(b), if any, identified on Schedule A hereto, as of its date, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus Disclosure Package as of its datethe Applicable Time, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f1(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus, the Pricing Prospectus or any Permitted Issuer Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager Underwriter through the Representatives 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 13 hereof.

No Material Misstatements or Omissions. As The Preliminary Prospectus dated June 23, 2004, at the date of its date the Registration Statement filing thereof with the Commission, conformed in all material respects to the requirements of the Securities Act and the rules thereunder and 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 required to be stated therein or necessary 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 each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing . The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus, if any, identified on Schedule A hereto, . The Registration Statement in the form in which it became effective and also in such form as of its date, does not conflict it may be when any post-effective amendment thereto shall become effective and the Prospectus and any supplement or amendment thereto when filed with the information contained Commission under Rule 424(b) under the Securities Act and on each Delivery Date (as defined herein) complied or will comply in all material respects with the provisions of the Securities Act; the Registration Statement in the Registration Statementform in which it became effective and also in such form as it may be when a post-effective amendment thereto shall become effective, and at the date hereof, did not or will not at any such times contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the date of any filing pursuant to Rule 424(b) and on each such Permitted Free Writing ProspectusDelivery Date, as supplemented by and taken the Prospectus (together with the Prospectus as of its date, any supplement thereto) did not and will not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, Statement or the Prospectus (or 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 Company any Partnership Party by or on behalf of the Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any Manager expressly for use thereinsupplement thereto).

No Material Misstatements or Omissions. As of its The Preliminary Memorandum, at the date the Registration Statement thereof, did not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an 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; 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 any 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 . At the Execution Time and on Schedule A hereto, as of its date, and each Time of Sale and Settlement the Closing Date, as applicable the Final Memorandum did not include and will not (and any amendment or supplement thereto at the date thereof and at the Closing Date will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinfact, 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f) do not apply Company makes no representation or warranty as to statements information contained in or omissions omitted from the Registration StatementPreliminary Memorandum or the Final Memorandum, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto thereto, in reliance upon upon, and in conformity with with, written information furnished to the Company by or on behalf of any Manager expressly the Initial Purchasers, specifically for use inclusion therein. The documents incorporated or deemed to be incorporated by reference in the Preliminary Memorandum or the Final Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Exchange Act, and when read together with the other information in the Final Memorandum, at the time the Final Memorandum was issued and at the Closing Date, do not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Material Misstatements or Omissions. As of its date the Registration Statement did notThe Prospectus when filed complied, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Representation DateSettlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Applicable Time, did not and will not contain an 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; as of its date the Prospectus does not, and. The Prospectus, as then amended or supplemented, as of its date, did not and, as of each Representation Date Applicable Time, will not, not contain an 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(f) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Permitted Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any such amendment amendments or supplement thereto supplements thereto, made in reliance upon and in conformity with written information relating to the Agents furnished to the Company in writing by or on behalf of any Manager the Agents expressly for use therein, it being understood and agreed that such information only consists of the information described in Section 5(b) below, unless otherwise agreed to by the Company and the Agents. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. As of its the date it became effective, the Registration Statement 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date date, the Prospectus does did not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 ProspectusProspectus hereto, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager Manager, Forward Purchaser or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As 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 (as defined herein), the Prospectus will, comply in all material respects with the applicable requirements of its date the Act and the rules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not, and does not and will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including (but not limited to) any statements with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any Manager expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notdid, and does when the Prospectus is first filed in accordance with Rule 424(b) and on any Settlement Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder; the Registration Statement, as of the date hereof and each effective date with respect thereto, did not and will not, as then amended or supplemented, as of each Representation Date, not 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; 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. Neither the Prospectus nor any amendments or supplements thereto, as of its datetheir respective dates, and at each Applicable Time of Sale and Settlement Date, as applicable did not the case may be, included or will include any an untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, Statement or the Prospectus (or 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 Company Partnership by or on behalf of any the Manager expressly for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Manager consists of the information described as such in Section 7(b) hereof.

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notor will, 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date when the Prospectus does notis first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, andif such date is not the Closing Date (a “settlement date”), as then amended or supplementedthe Prospectus (and any supplements thereto) will, as of each Representation Date will not, contain an untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in the light applicable requirements of the circumstances under which they were madeAct and the rules thereunder; on the Effective Date and at the Execution Time, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable the Registration Statement did not include 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, in the light of the circumstances under which they were made, therein not misleading; each Permitted Free Writing and, on the Effective Date, the Prospectus, if anynot filed pursuant to Rule 424(b), identified will not, and on Schedule A hereto, as the date of its any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken Prospectus (together with the Prospectus as of its dateany supplement thereto) will not, did not and will not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, or the Prospectus (or 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 Company by or on behalf of any Manager expressly Underwriter through the Representatives specifically for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto).

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

No Material Misstatements or Omissions. As of its date the (i) The Registration Statement Statement, when it became effective, did not, and does not and will notcontain and, as then amended or supplemented, if applicable, will not contain, as of each Representation Datethe date of such amendment or supplement, contain an 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 and the Prospectus comply and, as amended or supplemented, if applicable, as of its the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, andand at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Company, if applicable, will not, as of each Representation Date will not, the date of such amendment or supplement contain an 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; , (iv) each Permitted Free Writing Prospectusbroadly available road show, if any, identified on Schedule A hereto, as of its date, and each when considered together with the Time of Sale and Settlement DateProspectus, as applicable did does not include contain any untrue statement of a material fact or omit to state any 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 Permitted Free Writing , and (v) the Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with and, as amended or supplemented, if applicable, as of the information contained in the Registration Statementdate of such amendment or supplement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datethe Closing Date and each Option Closing Date (as defined in Section 2), did not and will not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(f) paragraph do not apply to statements in or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company in writing by or on behalf of any Manager such Underwriter through the Representative expressly for use therein.

No Material Misstatements or Omissions. As of its date At the Execution Time, the Registration Statement did not, and does not and will notand, as then amended or supplemented, as of each other Representation DateDate will not, 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; as of its date 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 any Issuer Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, date and each Time of Sale and Settlement Date, as applicable applicable, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted any Issuer Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, Prospectus does not conflict with the information contained in the Registration Statement, and each any such Permitted Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datedate and each Time of Sale and Settlement Date, as applicable, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(g) do not apply to statements in or omissions from the Registration Statement, the Prospectus or any Permitted Issuer Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager Party expressly for use therein.

No Material Misstatements or Omissions. As of its date the Registration Statement did not, and as of each Representation Date, 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus does not, andand as of each Representation Date, does not and will not, 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 each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing ProspectusProspectus listed on Schedule A, if any, identified on Schedule A hereto, as of its date, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use therein, it being understood and agreed that the only such information furnished consists of the information described as such in Section 7(b) hereof.

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notor will, and does when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased hereunder, if 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 rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date the Prospectus does not, and, as then amended or supplementedon the Effective Date, as of each Representation Date the Prospectus, if not filed pursuant to Rule 424(b), will not, contain an untrue statement and on the date of a material fact or omit any filing pursuant to state a material fact necessary to make Rule 424(b) and on 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, Closing Date and each Time of Sale and Settlement any Option Closing Date, as applicable did not the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, misleading and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, in the light of the circumstances under which they were made, not misleading; provided, however, that the Teekay Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, Statement or the Prospectus (or 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 Company Partnership by or on behalf of any Manager expressly Underwriter specifically for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. As of its date date, the Registration Statement 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 required to be stated therein or necessary to make the statements therein not misleading; each of the statements made by the Partnership in the Registration Statement and any further amendments to the Registration Statement within the coverage of Rule 175(b) of the Securities Act was made with a reasonable basis and in good faith; as of its date date, the Prospectus does not, andand does not and will not, as then amended or supplemented, as of each Representation Date will notDate, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 ProspectusProspectus listed on Schedule A, if any, identified on Schedule A hereto, as of its date, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(f2(e) do not apply to statements in or omissions from in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager expressly for use therein.

No Material Misstatements or Omissions. As of its date the Registration Statement did notThe Prospectus when filed complied, and does not and will not, as then amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Representation Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain an 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; as of its date the Prospectus does not, and. The Prospectus, as then amended or supplemented, as of its date, did not and, as of each Representation Date of the Settlement Date, will not, not contain an 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(f) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus any Rule 462(b) Registration Statement, or any Permitted Free Writing Prospectus post-effective amendment thereto, or the Prospectus, or any such amendment amendments or supplement thereto supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of any Manager the Agent expressly for use thereintherein it being understood and agreed that the only such information furnished by the Agent consists of the information described as such in Section 5(b) hereof. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notor will, and does not when the Prospectus is first filed (if required) in accordance with Rule 424(b) and will not, as then amended or supplemented, as of each Representation on the Closing Date, 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; as of its date the Prospectus does not(and any supplements thereto) will, and, as then amended or supplemented, as of each Representation Date will not, contain an untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in the light applicable requirements of the circumstances under which they were madeSecurities Act, not misleadingthe Exchange Act and the Trust Indenture Act and the respective rules thereunder; each Permitted Free Writing Prospectuson the Effective -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date and at the date of this Agreement, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable the Registration Statement did not include 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, in the light of the circumstances under which they were made, therein not misleading; each Permitted Free Writing 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 anynot filed pursuant to Rule 424(b), identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statementwill not, and each such Permitted Free Writing Prospectuson the date of any filing pursuant to Rule 424(b) and on the Closing Date, as supplemented by and taken the Prospectus (together with the Prospectus as of its dateany supplement thereto) will not, did not and will not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that NRPLC makes no representations or warranties as to the representations and warranties set forth in this Section 2(f) do not apply to statements information contained in or omissions omitted from the Registration Statement, or the Prospectus (or any Permitted Free Writing Prospectus or any such amendment or supplement thereto statement thereto) in reliance upon and in conformity with written information furnished in writing to the Company NRPLC by or on behalf of any Manager expressly Underwriter through the Lead Underwriters specifically for use therein.inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. As of its date On the Effective Date, the Registration Statement did notor will, 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 required to be stated therein or necessary to make the statements therein not misleading; as of its date when the Prospectus does notis first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased, andif such date is not the Closing Date (a “settlement date”), as then amended or supplementedthe Prospectus (and any supplements thereto) will, as of each Representation Date will not, contain an untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in the light applicable requirements of the circumstances under which they were madeAct and the rules thereunder; on the Effective Date and at the Execution Time, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable the Registration Statement did not include 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, in the light of the circumstances under which they were made, therein not misleading; each Permitted Free Writing and, on the Effective Date, the Prospectus, if anynot filed pursuant to Rule 424(b), identified will not, and on Schedule A hereto, as the date of its any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken Prospectus (together with the Prospectus as of its dateany supplement thereto) will not, did not and will not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Shipping Entities make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, or the Prospectus (or 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 Company Partnership by or on behalf of any Manager expressly Underwriter through the Representatives specifically for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto).

No Material Misstatements or Omissions. As (1) Each of its date the Registration Statement did notand 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 does 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 Securities Act, the Rules and Regulations and the Exchange Act, and did not and will not, as then amended or supplemented, as of each Representation Date, not 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; (2) neither the Prospectus nor any amendment or supplement thereto, as of its date date, at the Prospectus does nottime of any filing with the Commission pursuant to Rule 424(b), at the Closing Date (and, as then amended if any Option Shares are purchased, at each Option Closing Date), included, includes or supplemented, as of each Representation Date will not, contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state 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 (3) the information contained documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package (as defined herein) and each the Prospectus, at the time the Registration Statement became effective or when such Permitted Free Writing 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 supplemented by and taken together with the Prospectus as of its datecase may be, did not and will not include 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, in the light of the circumstances under which they were made, therein not misleading; providedand (4) each Preliminary Prospectus, howeverthe Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time and at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), complied and will comply in all material respects with the requirements of the Rules and Regulations and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copied thereof filed with the Commission pursuant to E▇▇▇▇, except to the extent permitted by Regulation S-T; provided that the representations and warranties set forth in this Section 2(fclauses (1), (2) do and (3) above shall not apply to statements in or omissions from any Registration Statement, Prospectus or documents incorporated or deemed to be incorporated in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of any Manager Underwriter through the Representatives expressly for use therein., it being understood and agreed that the only such information provided by any Underwriter is that described as such in Section 9(b) hereof;

No Material Misstatements or Omissions. As 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 its date the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus does not, and, as then amended or supplemented, as of each Representation Date (together with any supplement thereto) will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any 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 Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, does not conflict with the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash 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 future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth in this Section 2(f) do not apply as to statements the information contained in or omissions omitted from the Registration Statement, the Preliminary Prospectus or any Permitted Free Writing the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any Manager expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 8(b) hereof.

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

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

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

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