Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. The Prospectus when filed complied, and as 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 Settlement Date, 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 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, did not and, as of each Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by 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. (i) The Prospectus Registration Statement, when filed compliedit became effective, and did not contain and, as 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 Settlement Date, 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 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, (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 the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include any untrue statement of its datea material fact or omit to state a material fact necessary in order to make the statements therein, did in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not include and, as of each Settlement Dateamended or supplemented, if applicable, will not contain 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. The , except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance Prospectus based upon and in conformity with information relating to the Agent any Underwriter furnished to the Company Partnership in writing by the Agent such Underwriter through you expressly for use therein. There are no contracts or other documents required to be , it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredSection 13 herein.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as 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 or becomes effective or its date, as applicable, and as of each Settlement DateDate (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 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, did not and, as of each of the Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by 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. The Prospectus when filed compliedRegistration Statement, and as amended or supplemented, if applicable, will comply in all material respects with of the Securities Act. Each applicable effective date as to each part of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus Statement and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date, complied in all material respects with amendment thereto pursuant to Rule 430B(f)(2) under the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain 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. The ; the Disclosure Package, as of the respective dates of the documents included therein and as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Final Prospectus, as amended or supplemented, as of its datethe date of the Prospectus Supplement, did not andnot, as of each Settlement Dateand on the Closing Date will not, 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. The ; provided, however, that in each case the Master Issuer makes no representations or warranties as to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and warranties set forth in Qualification (Form T-1) under the two immediately preceding sentences do not apply to statements Trust Indenture Act of the Note Trustee, (ii) the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Disclosure Package (or any post-effective amendment or supplement thereto, ) or the Prospectus, Final Prospectus (or any amendments or supplements statement thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Master Issuer, Funding, the Company in writing Mortgages Trustee or Abbey by the Agent expressly or on behalf of any Underwriter specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (iii) any documents incorporated by reference under Back to Contents the heading “Issuing entity swap providers” in the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredFinal Prospectus.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as 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 Settlement DateDate (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 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, did not and, as of each of the Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent Agents furnished to the Company in writing by the Agent 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. The Prospectus when filed compliedfiled, and as 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 becomes effective or its date, as applicable, and as of each Settlement DateDate (as defined in Section 2(a)(vii) below), complied 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 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, did not and, date and as of each of the Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by 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. The Prospectus when filed compliedRegistration Statement, and as amended or supplemented, if applicable, will comply in all material respects with of the Securities Act. Each applicable effective date as to each part of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus Statement and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date, complied in all material respects with amendment thereto pursuant to Rule 430B(f)(2) under the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain 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. The ; the Disclosure Package, as of the respective dates of the documents included therein and as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Final Prospectus, as amended or supplemented, as of its datethe date of the Prospectus Supplement, did not andnot, as of each Settlement Dateand on the Closing Date will not, 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. The ; provided, however, that in each case Funding and the Mortgages Trustee make no representations or warranties as to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and warranties set forth in Qualification (Form T-1) under the two immediately preceding sentences do not apply Trust Indenture Act of the Note Trustee, (ii) the Back to statements Contents information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Disclosure Package or the Final Prospectus (or any post-effective amendment or supplement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing to the Agent furnished to Master Issuer, Funding, the Company in writing Mortgages Trustee or Abbey by the Agent expressly or on behalf of any Underwriter specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (iii) any documents incorporated by reference under the heading “Issuing entity swap providers” in the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredFinal Prospectus.

No Material Misstatements or Omissions. The Prospectus when filed compliedAlthough the Selling Unitholders have not independently verified and are not passing upon and assume no responsibility for the accuracy, and as amended completeness or supplemented, if applicable, will comply fairness of the statements contained in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(bPricing Disclosure Package and Prospectus (except for the information under the caption “Selling Unitholders,” which is true and complete in all material respects), the Selling Unitholders have no reason to believe that (i) the 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 Settlement the Effective Date, 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 any contained an untrue statement of a material fact or omit omitted 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, did not and, as of each Settlement Date, will not contain any (ii) the Prospectus contains an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply ; provided that no representation or warranty is made as to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, the Pricing Disclosure Package or the Prospectus, or any amendments or supplements thereto, made Prospectus in reliance upon and in conformity with written information relating to the Agent furnished to the Company Partnership by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in writing by 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 requiredSection 10(f).

No Material Misstatements or Omissions. The Prospectus when filed complied, and Registration Statement as amended or supplemented, if applicable, will comply in all material respects with of the Securities Act. Each applicable effective date as to each part of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus Statement and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date, complied in all material respects with amendment thereto pursuant to Rule 430B(f)(2) under the Securities Act, and as of each effective date and each Settlement Date, did not and will not contain 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. The ; the Disclosure Package, as of the respective dates of the documents included therein and as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Final Prospectus, as amended or supplemented, as of its datethe date of the Prospectus Supplement, did not andnot, as of each Settlement Dateand on the Closing Date will not, 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. The ; provided, however, that in each case Abbey makes no representations or warranties as to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and warranties set forth in Qualification (Form T-1) under the two immediately preceding sentences do not apply to statements Trust Indenture Act of the Note Trustee, (ii) the information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, the Disclosure Package or the Final Prospectus (or any post-effective amendment statement thereto, or the Prospectus, or any amendments or supplements thereto, made ) in reliance upon and in conformity with information relating furnished in writing Back to Contents to the Agent furnished to Master Issuer, Funding, the Company in writing Mortgages Trustee or Abbey by the Agent expressly or on behalf of any Underwriter specifically for use therein. There are no contracts or other documents required to be described inclusion in the Registration Statement, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (iii) in the documents incorporated by reference under the heading “Issuing entity swap providers” in the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as requiredFinal Prospectus.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, complied or will comply 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 as of its effective time it became effective or its date, as applicable, and as of each Settlement DateDate (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 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, did not and, date and as of each Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by 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. The Prospectus when filed compliedAs of its date and the date hereof, the Registration Statement did not, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of any further amendments to the Registration StatementStatement will not, any Rule 462(b) Registration Statementwhen they become effective, 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 Settlement Date, 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 any 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. The Prospectus; as of its date and the date hereof, the Prospectus does not, and as it may be amended or supplementedsupplemented at any Time of Sale, 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; the Permitted Free Writing Prospectuses, if any, identified on Schedule A hereto, as of its datethe Execution Time, did not and, as of each Settlement Date, will not contain 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. The ; each Permitted Free Writing Prospectus listed on Schedule A, if any, 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 the Execution Time, 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; provided, however, that the representations and warranties set forth in the two immediately preceding sentences this Section 2(e) do not apply to statements in or omissions from in the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any post-effective amendment thereto, or the Prospectus, Permitted Free Writing Prospectus or any amendments such amendment or supplements thereto, made supplement thereto in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing Partnership by the Agent or on behalf of any Manager 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. The Prospectus when filed compliedcomplied and, and as 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 Statement and any post-effective amendments amendment or supplements supplement thereto, at the time it became effective or effective, at its date, as applicable, date and as of at each Settlement DateDate (as defined in Section 2(a)(vii) hereof), complied in all material respects with the Securities Act, Act and as of each effective date and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. US-DOCS\95271282.8 The Prospectus, as amended or supplemented, as of its date, did not and, as of each Settlement Date, 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. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, Prospectus or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by 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.