Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. 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 the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for 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. 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 the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") ), and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for 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. On There shall not have come to the Effective Dateattention of the Purchasing Agent or any Agent purchasing Notes as principal, the Registration Statementany facts that would cause such Agent to believe that any Disclosure Package, 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 including any Agent Represented Limited-Use Free Writing Prospectus (and any supplements thereto) willas defined below), comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementInitial Sale Time with respect to the Notes to be issued, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any included an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time of such delivery, not misleading; provided. If any condition specified in this Section II shall not have been fulfilled in all material respects when and as required by this Agreement, howeveror if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agents and their counsel, this Agreement and all obligations of the Agents may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the Current Issuer makes no representations or covenant regarding provision of an earnings statement set forth in Section III(k) hereof, the indemnity and contribution agreements set forth in Section VIII hereof, the provisions concerning payment of expenses under Section XVI hereof, the provisions concerning the survival of the representations, warranties and agreements set forth in Section VI(c) hereof and the provisions regarding parties set forth under Section XIII hereof shall remain in effect. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any Terms Agreement, are subject to the information contained in conditions that (i) no litigation or omitted from proceeding shall be threatened or pending to restrain or enjoin the Registration Statementissuance or delivery of the Notes, or which in any way questions or affects the Prospectus validity of the Notes and (or any statement theretoii) there shall have been no material adverse change not in reliance upon the ordinary course of business in the consolidated financial condition of the Company and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion its subsidiaries, taken as a whole, from that set forth in the Registration Statement or and the Prospectus (or Prospectus, each of which conditions shall be met on the date of the Terms Agreement and on the corresponding Settlement Date. Further, if specifically called for by any supplement theretowritten agreement by the Purchasing Agent, including a Terms Agreement, to purchase Notes as principal, the Purchasing Agent’s obligations hereunder and under such agreement, shall be subject to such additional conditions, including those set forth in Sections II(a), (b), (c), (d) and (e) hereof, as agreed to by the parties, each of which information is described in Clause 13.2;such agreed conditions shall be met on the corresponding Settlement Date (and any documents delivered pursuant to this paragraph shall address any applicable Disclosure Package).

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

No Material Misstatements or Omissions. On The Registration Statement complied when it became effective, complies as of the Effective Date, the Registration Statementdate hereof and, as amendedamended or supplemented, did or willat each deemed effective date with respect to the Managers pursuant to Rule 430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section 3(a)(vi) hereof), and when at all times during which a prospectus is required by the Prospectus is first filed Act to be delivered (if requiredwhether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in accordance connection with Rule 424(b) and on the Closing Dateany sale of Units, the Prospectus (and any supplements thereto) willwill comply, comply in all material respects respects, with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not and will not, at or will not during such times, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Base Prospectus complied or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the Effective date hereof) and, as of the time of each sale of Units pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date and on at all times during the Closing Date period that a prospectus is required by the Current Issuer Trust Deed Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Act; at no time during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, did or will comply the Base Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, 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; each Permitted Free Writing Prospectus will comply, as of its date, as of each Time of Sale and Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects with the applicable requirements of the Trust Indenture Act; at no time during the period that a prospectus is required by the Act and the rules thereunder; and on the Effective Dateto be delivered (whether physically, the Prospectus, if not filed deemed to be delivered pursuant to Rule 424(b), will not, and on 153 or through compliance with Rule 172 under the date Act or any similar rule) in connection with any sale of any filing pursuant to Rule 424(b) and on Units did or will such Permitted Free Writing Prospectus include any information that conflicted or will conflict with any information contained in the Closing DateRegistration Statement, the Prospectus (together with or any supplement thereto) will not, Incorporated Document or include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes Partnership Parties make no representations representation or warranties as warranty with respect to the information any statement contained in or omitted from the Registration Statement, or the Base Prospectus, the Prospectus (or any statement thereto) Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Manager and furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically Manager expressly for inclusion use in the Registration Statement or Statement, the Base Prospectus, the Prospectus or such Permitted Free Writing Prospectus, as the case may be; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did 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. For all purposes of this Agreement (including, without limitation, the provisions of this paragraph and of Section 7 of this Agreement), the Partnership Parties and the Managers agree that the only information furnished or to be furnished by or on behalf of any Manager expressly for use in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus or any amendment or supplement thereto)to any of the foregoing is (1) the names of the Managers and (2) the statement that the Managers will not engage in any transactions that stabilize the Common Units appearing in the last sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement dated November 12, which information is described in Clause 13.2;2014.

No Material Misstatements or Omissions. On the each Effective Date, the Registration Statement, as amended, did or willStatement did, and 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, if such date is not the Closing Date (a “settlement date”, and the Closing Date and any settlement date are sometimes each referred to as a “Delivery Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters Representatives specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, the (A) The Registration Statement, as amendedwhen it became effective, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934not contain and, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939or supplemented, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreementif applicable, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on , (B) the Effective Date Registration Statement and on the Closing Date Prospectus comply and, as amended or supplemented, if applicable, will, as of the Current Issuer Trust Deed did date of such amendment or will supplement, comply in all material respects with the applicable requirements of the Trust Indenture Securities Act and the applicable rules and regulations of the Commission thereunder; , (C) the Time of Sale Prospectus does not, and on at the Effective Datetime 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 supplemented by the Partnership, if not filed pursuant to Rule 424(b)applicable, will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however(D) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) the Prospectus as of its date does not contain and, as amended or supplemented, if applicable, and as of the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (F) each free writing prospectus that the Current Issuer makes no representations or warranties as Partnership is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus, as supplemented by and taken together with the Time of Sale Prospectus, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) each Section 5(d) Writing listed on Schedule II(b) hereto does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus (or based upon information relating to any statement thereto) in reliance upon and in conformity with information Underwriter furnished to the Partnership in writing to the Current Issuer by or on behalf of any such Underwriter through the Lead Underwriters specifically you expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;use therein.

No Material Misstatements or Omissions. On There shall not have come to the Effective Dateattention of the Purchasing Agent or any Agent purchasing Notes as principal, the Registration Statementany facts that would cause such Agent to believe that any Disclosure Package, 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 including any Agent Represented Limited-Use Free Writing Prospectus (and any supplements thereto) willas defined below), comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementInitial Sale Time with respect to the Notes to be issued, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any included an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time of such delivery, not misleading; provided. If any condition specified in this Section II shall not have been fulfilled in all material respects when and as required by this Agreement, howeveror if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agents and their counsel, this Agreement and all obligations of the Agents may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the Current Issuer makes no representations or covenant regarding provision of an earnings statement set forth in Section III(j) of this Agreement, the indemnity and contribution agreements set forth in Section VIII of this Agreement, the provisions concerning payment of expenses under Section XIII of this Agreement, the provisions concerning the survival of the representations, warranties and agreements set forth in Section VI(c) of this Agreement and the provisions regarding parties set forth under Section XI of this Agreement shall remain in effect. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any Terms Agreement, are subject to the information contained in conditions that (i) no litigation or omitted from proceeding shall be threatened or pending to restrain or enjoin the Registration Statementissuance or delivery of the Notes, or which in any way questions or affects the Prospectus validity of the Notes and (or any statement theretoii) there shall have been no material adverse change not in reliance upon the ordinary course of business in the consolidated financial condition of the Company and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion its subsidiaries, taken as a whole, from that set forth in the Registration Statement or and the Prospectus Prospectus, each of which conditions shall be met on the date of the Terms Agreement and on the corresponding Settlement Date. Further, if specifically called for by any written agreement by the Purchasing Agent, including a Terms Agreement, to purchase Notes as principal, the Purchasing Agent’s obligations hereunder and under such agreement, shall be subject to such additional conditions, including those set forth in clauses (or any supplement theretoa), (b), (c), (d) and (e) above, as agreed to by the parties, each of which information is described in Clause 13.2;such agreed conditions shall be met on the corresponding Settlement Date (and any documents delivered pursuant to this paragraph shall address any applicable Disclosure Package).

No Material Misstatements or Omissions. On Neither the Effective DateSEC nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of any of the ▇▇▇▇▇▇ Parties, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending the qualification or registration of the Units for offering or sale in any jurisdiction nor instituted or, to the knowledge of any of the ▇▇▇▇▇▇ Parties, threatened to institute proceedings for any such purpose. The Registration Statement, in the form in which it became effective and also in such form as amended, did or willit may be when any post-effective amendment thereto becomes effective, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on comply or will comply, as the Closing Datecase may be, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange 1933 Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture 1933 Act of 1939, as amended (the "Trust Indenture Act") Rules and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Regulations. Neither the Registration Statement did not nor any amendment thereto, as of the applicable effective date, contains or will not contain contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on neither the date of any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Prospectus (together with nor any supplement thereto) thereto contains or will notcontain, include as the case may be, any untrue statement of a material fact or omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer Partnership makes no representations representation or warranties warranty as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (Prospectus, or any statement thereto) such amendment or supplement, in reliance upon upon, and in conformity with with, written information furnished in writing to the Current Issuer Partnership relating to the Underwriters by or on behalf of any Underwriter through the Lead Underwriters specifically expressly for inclusion use in the Registration Statement preparation thereof (as provided in Section 13 hereof). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the 1933 Act Rules and Regulations, including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the Prospectus (anticipated ratio of taxable income to distributions was made or any supplement thereto), which information is described will be made with a reasonable basis and in Clause 13.2;good faith.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate and on any Option Closing Date (as such terms are defined in Section 4), the Final Prospectus (and any supplements supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and on any Option Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes NRP Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, Statement or the Final Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the rules and regulations under the Act, which information including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the Commission, when they were filed, conformed in all material respects to the requirements of the Exchange Act and did not, as of the time each such document was filed, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any further Incorporated Documents so filed will, when they are filed, conform in all material respects to the requirements of the Exchange Act and will not, as of the time each such document is described in Clause 13.2;filed, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date Date, the Current Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Current Issuer Mortgages Trustee makes no any representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer them by or on behalf of any Underwriter through the Lead Underwriters Managers specifically for 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. On the Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the each Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the each Closing Date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions” or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Golar Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters Representatives specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by any Underwriter consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. 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 the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") ), and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for 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. On the Effective Date, The Partnership has prepared each of the Registration Statement, as amended, did or willany Rule 462 Registration Statement and will prepare any post-effective amendment thereto, and when the Prospectus is first and any amendments or supplements thereto. The Registration Statement (including any Rule 462 Registration Statement), in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus, and any supplement or amendment thereto when filed (if required) in accordance with the Commission under Rule 424(b) and on under the Closing DateAct, the Prospectus (and any supplements thereto) will, will comply as to form in all material respects with the applicable requirements provisions of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, except that the Current Issuer makes no representations or warranties as this representation and warranty does not apply to the information contained statements in or omitted omissions from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of any Underwriter through you expressly for use therein. Commencing with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Partnership’s filings with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), which information is described when they were filed with the Commission, conformed in Clause 13.2;all material respects to the requirements of the Exchange Act and the rules and regulations thereunder, and none of such filings contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at such time.

No Material Misstatements or Omissions. On There shall not have come to the Effective Dateattention of the Purchasing Agent or any Agent purchasing Notes as principal, the Registration Statementany facts that would cause such Agent to believe that any Disclosure Package, 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 including any Agent Represented Limited-Use Free Writing Prospectus (and any supplements thereto) willas defined below), comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementInitial Sale Time with respect to the Notes to be issued, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any included an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time of such delivery, not misleading; provided. If any condition specified in this Section II shall not have been fulfilled in all material respects when and as required by this Agreement, howeveror if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agents and their counsel, this Agreement and all obligations of the Agents may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the Current Issuer makes no representations or covenant regarding provision of an earnings statement set forth in Section III(j) of this Agreement, the indemnity and contribution agreements set forth in Section VIII of this Agreement, the provisions concerning payment of expenses under Section XIII of this Agreement, the provisions concerning the survival of the representations, warranties and agreements set forth in Section VI(c) of this Agreement and the provisions regarding parties set forth under Section XI of this Agreement shall remain in effect. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any Terms Agreement, are subject to the information contained in conditions that (i) no litigation or omitted from proceeding shall be threatened or pending to restrain or enjoin the Registration Statementissuance or delivery of the Notes, or which in any way questions or affects the Prospectus validity of the Notes and (or any statement theretoii) there shall have been no material adverse change not in reliance upon the ordinary course of business in the consolidated financial condition of the Company and its subsidiaries, taken as a whole, from that set forth in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in NY2-736121 the Registration Statement or and the Prospectus Prospectus, each of which conditions shall be met on the date of the Terms Agreement and on the corresponding Settlement Date. Further, if specifically called for by any written agreement by the Purchasing Agent, including a Terms Agreement, to purchase Notes as principal, the Purchasing Agent’s obligations hereunder and under such agreement, shall be subject to such additional conditions, including those set forth in clauses (or any supplement theretoa), (b), (c), (d) and (e) above, as agreed to by the parties, each of which information is described in Clause 13.2;such agreed conditions shall be met on the corresponding Settlement Date (and any documents delivered pursuant to this paragraph shall address any applicable Disclosure Package).

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") ), and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Eighth Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Eighth Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Eighth Issuer by or on behalf of any Underwriter through the Lead Underwriters Managers specifically for 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. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Current Issuer Mortgages Trustee makes no any representations -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer them by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;