Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. (i) The Registration Statement, when it became effective, did 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 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 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 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 (v) the Prospectus does not include and, as amended or supplemented, if applicable, 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, 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 based upon information relating to any Underwriter furnished to the Partnership in writing by 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. (i) The As of its date the Registration StatementStatement did not, when it became effective, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) the Registration Statement and ; as of its date 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 did not, and at the time of each sale of the Units in connection with the offering when the Prospectus is does not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectuswill not, as then amended or supplemented by the Partnershipsupplemented, if applicableas of each Representation Date, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus, except 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 its date, did not and will not 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 paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you 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 the Underwriters or on behalf of any Manager consists of the information described as such in Section 13 herein7 hereof.

No Material Misstatements or Omissions. (i) The At the respective -------------------------------------- times the Registration Statement, when it any Rule 462(b) Registration Statement and any post-effective amendments thereto became effectiveeffective 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 contain and, as amended or supplemented, if applicable, 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, (ii) and neither the Registration Statement and Prospectuses, nor any amendments of supplements thereto, at the Prospectus comply and, as amended time the Prospectuses 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, any such amendment or supplement thereto was issued 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 Closing Time (and, if any U.S. Option Securities are purchased, at the applicable Delivery Date, the Time Date of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, 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, Delivery) did not misleading and (v) the Prospectus does not include and, as amended or supplemented, if applicable, will not 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, except that the . The representations and warranties set forth in this paragraph do subsection shall not apply to statements in or omissions from the Registration Statement or U.S. Prospectus made in reliance upon and in conformity with information furnished to the Company or the Manager in writing by any U.S. Underwriter through the U.S. Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus based upon information relating to any Underwriter furnished to the Partnership in writing by 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 hereinU.S. Prospectus.

No Material Misstatements or Omissions. (i) The Registration Statement, when As of the date it became effectiveeffective the Registration Statement did not, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) the Registration Statement and ; as of its date 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 did not, and at the time of each sale of the Units in connection with the offering when the Prospectus is does not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectuswill not, as then amended or supplemented by the Partnershipsupplemented, if applicableas of each Representation Date, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus, except 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 its date, did not and will not 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 paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you or on behalf of any 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 the Underwriters or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 13 herein7 hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (iif required) The in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement 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, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement and the Prospectus comply ; and, as amended or supplementedon the Effective Date, the Prospectus, if applicablenot filed pursuant to Rule 424(b), 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 on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when Closing Date and any settlement date, 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, (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 and (v) the Prospectus does not include andmisleading; provided, as amended or supplementedhowever, if applicable, 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, except that the Company makes no representations and or warranties set forth as to the information contained in this paragraph do not apply to statements or omissions in omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus based (or any supplement thereto) in reliance upon and in conformity with information relating furnished in writing to the Company by or on behalf of any Underwriter furnished to through the Partnership Representatives specifically for inclusion in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by Registration Statement or the Underwriters consists of the information described as such in Section 13 hereinProspectus (or any supplement thereto).

No Material Misstatements or Omissions. (i) The As of its date and the date hereof, the Registration StatementStatement did not, and any further amendments to the Registration Statement will not, when it became they become effective, did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement ; as of its date and the Prospectus comply anddate hereof, 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 it may be amended or supplemented by the Partnershipat any Time of Sale, if applicableany, will not, include any 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 (v) misleading; the Prospectus does not include andPermitted Free Writing Prospectuses, if any, identified on Schedule A hereto, as amended or supplementedof the Execution Time, if applicable, will did 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; each Permitted Free Writing Prospectus listed on Schedule A, except 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 this paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the any Permitted Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you or on behalf of any Manager 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. 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 (iand any supplements thereto) The will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, will and does 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, (ii; and on the date of any filing pursuant to Rule 424(b) and on 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 Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include Prospectus (together with 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 and (vsupplement thereto) the Prospectus does not include and, as amended or supplemented, if applicable, 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; 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, except 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, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the 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 supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of any of the Underwriters specifically for inclusion in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by the Underwriters or on behalf of any Underwriter consists of the information described as such in Section 13 herein9(c) hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on any Settlement Date, the Prospectus (iand any supplements thereto) The 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, when it became effectiveas of the date hereof and each effective date with respect thereto, did not contain and, as amended or supplemented, if applicable, 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, (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 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 (v) misleading. Neither the Prospectus does not include andnor any amendments or supplements thereto, as amended of their respective dates, and at each Applicable Time and Settlement Date, as the case may be, included or supplemented, if applicable, will not include any an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except however, that the Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of the Manager expressly for inclusion in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriters Manager consists of the information described as such in Section 13 herein7(b) hereof.

No Material Misstatements or Omissions. (i) The 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 the Registration Statement, when it such part became effective, did not contain and, each such part as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, 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, (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, (iiiv) the Registration Statement and the Prospectus 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 and the applicable rules and regulations of the Commission thereunderAct, (iiiv) each broadly available road show (as defined in Rule 433 under the Time of Sale Prospectus does notSecurities Act), and at the time of each sale of the Units in connection if any, when considered together 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 does 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 and (vvi) as of its date and as of each Settlement Date, the Prospectus does not include contain and, as amended or supplemented, if applicable, 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, 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 Statement or the Prospectus based upon information relating to any Underwriter the Agent furnished to the Partnership Company in writing by such Underwriter Agent 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. (i) The As of its date the Registration StatementStatement did not, when it became effective, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) ; as of its date 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 Prospectusand, as then amended or supplemented by the Partnershipsupplemented, if applicable, as of each Representation Date will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as amended or supplementedof its date, if applicableand each Time of Sale and Settlement Date, will as applicable did 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; each Permitted Free Writing Prospectus, except 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 paragraph Section 2(f) do not apply to statements in or omissions in from the Registration Statement, the Time of Sale Prospectus or the any Permitted Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you or on behalf of any Manager 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. 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 (iand any supplements thereto) The will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, will and does 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, (ii; and on the date of any filing pursuant to Rule 424(b) and on 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 Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include Prospectus (together with 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 and (vsupplement thereto) the Prospectus does not include and, as amended or supplemented, if applicable, 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; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, except 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, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the 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 supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriters Underwriter consists of the information described as such in Section 13 herein8(b) hereof.

No Material Misstatements or Omissions. (i) The On the Effective Date, the Registration Statement, when it became effectiveas amended, did not contain andor 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 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 or supplemented, if applicable, 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, (ii) ; on the Registration Statement Effective Date and on the Prospectus comply and, as amended Closing Date the Current Issuer Trust Deed did or supplemented, if applicable, will comply in all material respects with the Securities applicable requirements of the Trust Indenture Act and the applicable rules thereunder; and regulations of on the Commission thereunderEffective Date, (iii) the Time of Sale Prospectus does Prospectus, if not filed pursuant to Rule 424(b), will not, and at on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, 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 and (v) the Prospectus does not include andmisleading; provided, as amended or supplementedhowever, if applicable, 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, except that the Current Issuer makes no representations and or warranties set forth as to the information contained in this paragraph do not apply to statements or omissions in omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus based (or any statement thereto) in reliance upon and in conformity with information relating furnished in writing to the Current Issuer by or on behalf of any Underwriter furnished to through the Partnership Lead Underwriters specifically for inclusion in writing by such Underwriter through you expressly for use thereinthe Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by the Underwriters consists of the information is described as such in Section 13 herein.Clause 13.2;

No Material Misstatements or Omissions. (i1) The Each of the Registration StatementStatement and any post-effective amendment thereto, when it became effectiveat 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 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 contain and, as amended or supplemented, if applicable, 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, ; (ii2) the Registration Statement and neither the Prospectus comply andnor any amendment or supplement thereto, as amended or supplementedof its date, 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 any filing with the offering when the Prospectus is not yet available Commission pursuant to prospective purchasers and Rule 424(b), at the applicable Delivery Date, the Time of Sale Prospectus, as then amended or supplemented by the PartnershipClosing Date (and, if applicableany Option Shares are purchased, at each Option Closing Date), included, includes or will not, include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinomitted, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not include and, as amended omits or supplemented, if applicable, 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, except that ; (3) the representations and warranties set forth in this paragraph do not apply documents incorporated or deemed to statements or omissions be incorporated by reference in the Registration Statement, the Pricing Disclosure Package (as defined herein) and the Prospectus, at the time the Registration Statement became effective or when such 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 the case may be, did not and will not include 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; and (4) each Preliminary Prospectus, the 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 Sale 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 EXXXX, except to the extent permitted by Regulation S-T; provided that the representations and warranties in clauses (1), (2) 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 based made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Company in writing by such any Underwriter through you the Representatives expressly for use therein, it being understood and agreed that the only such information furnished provided by the Underwriters consists of the information any Underwriter is that described as such in Section 13 herein.9(b) hereof;

No Material Misstatements or Omissions. 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 (iand any supplements thereto) The will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, will and does 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, (ii; and on the date of any filing pursuant to Rule 424(b) and on 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 Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include Prospectus (together with 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 and (vsupplement thereto) the Prospectus does not include and, as amended or supplemented, if applicable, 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; 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, except 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, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the 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 supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of any Underwriter specifically for inclusion in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by the Underwriters or on behalf of any Underwriter consists of the information described as such in Section 13 herein9(c) hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (iif required) The 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”), 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, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement and the Prospectus comply ; and, as amended or supplementedon the Effective Date, the Prospectus, if applicablenot filed pursuant to Rule 424(b), 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 on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when Closing Date and any settlement date, 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, (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 and (v) the Prospectus does not include andmisleading; provided, as amended or supplementedhowever, if applicable, 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, except that the Shipping Entities make no representations and or warranties set forth as to the information contained in this paragraph do not apply to statements or omissions in omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus based (or any supplement thereto) in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Partnership in writing by such or on behalf of any Underwriter through you expressly the Representatives specifically for use therein, it being understood and agreed that inclusion in the only such information furnished by Registration Statement or the Underwriters consists of the information described as such in Section 13 hereinProspectus (or any supplement thereto).

No Material Misstatements or Omissions. (i) The Registration StatementPreliminary Prospectus dated June 23, when it became effective2004, did not contain andat the date of the filing thereof with the Commission, as amended or supplemented, if applicable, 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, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply conformed in all material respects with to the requirements of the Securities Act and the applicable rules thereunder 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 did 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 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 misleading. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. The Registration Statement in the form in which it became effective and (v) also in such form as it may be when any post-effective amendment thereto shall become effective and the Prospectus does and any supplement or amendment thereto when filed with the 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 form 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 include 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, as amended or supplementedon the date of any filing pursuant to Rule 424(b) and on each Delivery Date, if applicable, the Prospectus (together with any supplement thereto) did not and 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, except however, that the Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements any Partnership Party by or omissions on behalf of the Underwriters specifically for inclusion in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by 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 hereinsupplement thereto).

No Material Misstatements or Omissions. (i) The At the Execution Time, the Registration StatementStatement did not, when it became effective, did not contain and, as then amended or supplemented, if applicableas of each other Representation Date will not, 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; as of its date, (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 Prospectusand, as then amended or supplemented by the Partnershipsupplemented, if applicable, as of each Representation Date will not, include any 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 (v) the Prospectus does not include andmisleading; any Issuer Free Writing Prospectus, as amended or supplementedof its date and each Time of Sale and Settlement Date, if as applicable, will did 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; any Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, except and any such Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date 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 paragraph Section 2(g) do not apply to statements in or omissions in from the Registration Statement, the Time of Sale Prospectus or the any Issuer Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you or on behalf of any Manager Party 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. 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 (iand any supplements thereto) The will, comply in all material respects with the applicable requirements of the Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, will and does 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, (ii; and on the date of any filing pursuant to Rule 424(b) and on 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 Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include Prospectus (together with 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 and (vsupplement thereto) the Prospectus does not include and, as amended or supplemented, if applicable, 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; 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, except 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, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the 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 supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of any of the Underwriters specifically for inclusion in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by the Underwriters or on behalf of any Underwriter consists of the information described as such in Section 13 herein8(b) hereof.

No Material Misstatements or Omissions. (i) The Registration Statement, when it became effective, did 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 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 the Commission thereunder, ; (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Units Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery DateDate (as hereinafter defined), the Time of Sale Prospectus, as then amended or supplemented by the PartnershipCompany, if applicable, 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 and misleading; (iv) 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the Prospectus does not include contain and, as amended or supplemented, if applicable, 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, 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 based upon information relating to any Underwriter furnished to the Partnership Company in writing by 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.only

No Material Misstatements or Omissions. (iA) The Registration Statement, when it became effective, did 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 required to be stated therein or necessary to make the statements therein not misleading, (iiB) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will will, as of 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, (iiiC) 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 DateClosing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in order the light of the circumstances under which they were made, not misleading, (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 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, (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 (vG) the Prospectus each Section 5(d) Writing listed on Schedule II(b) hereto does not include contain and, as amended or supplemented, if applicable, 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, 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 based upon information relating to any Underwriter furnished to the Partnership in writing by 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. On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (iif required) The 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, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement and the Prospectus comply ; and, as amended or supplementedon the Effective Date, the Prospectus, if applicablenot filed pursuant to Rule 424(b), 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 on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers Closing Date and at the applicable Delivery any Option Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, 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 and (vthe statements made 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, provided, however, that the Teekay Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus does not include and, as amended (or supplemented, if applicable, will not include any untrue statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of a material fact or omit to state a material fact necessary in order to make any Underwriter through 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 Representatives specifically for inclusion in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by 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 hereinsupplement thereto).

No Material Misstatements or Omissions. (i) The As of the Effective Time, the Registration StatementStatement did not, and any further amendments to the Registration Statement will not, when it became they become effective, did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement ; as of its date and the Prospectus comply and, date hereof; as amended or supplemented, if applicable, will comply in all material respects with the Securities Act of its date and the applicable rules and regulations of date hereof, 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 it may be amended or supplemented by on the PartnershipClosing Date and the Option Closing Date, if applicableany, will not, include any 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 misleading; the Pricing Prospectus, together with the information included in Schedule II(a) hereto and the Issuer Free Writing Prospectuses, if any, identified on Schedule II(b) hereto (v) collectively, the Prospectus does not include and“Disclosure Package”), as amended or supplementedof the Applicable Time, if applicable, will did 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; each Issuer Free Writing Prospectus listed on Schedule II(b), except if any, hereto does not conflict with the information contained in the Registration Statement, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable 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 this paragraph Section 1(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus, the Pricing Prospectus or the any Issuer Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such or on behalf of any Underwriter through you the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters or on behalf of any Underwriter consists of the information described as such in Section 13 hereinhereof.

No Material Misstatements or Omissions. (i) The As of its effective date, the Registration StatementStatement did not, when it became effective, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) the Registration Statement and ; as of its date 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 did not, and at the time of each sale of the Units in connection with the offering when the Prospectus is does not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectuswill not, as then amended or supplemented by the Partnershipsupplemented, if applicableas of each Representation Date, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus, except if any, 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 paragraph Section 2(e) do not apply to statements in or omissions in from the Registration Statement, the Time of Sale Prospectus or the any Permitted Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you or on behalf of the Manager 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. (i) The As of its date the Registration StatementStatement did not, when it became effectiveand as of each Representation Date, did does not contain andand will not, as then amended or supplemented, if applicable, 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, (ii) ; as of its date 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 as 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 Representation Date, the Time of Sale Prospectusdoes not and will not, as then amended or supplemented by the Partnershipsupplemented, if applicable, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus listed on Schedule A, except 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 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 paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the any Permitted Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you or on behalf of any Manager 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 herein7(b) hereof.

No Material Misstatements or Omissions. (i) The Registration Statement, when As of the date it became effectiveeffective the Registration Statement did not, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) the Registration Statement and ; as of its date 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 did not, and at the time of each sale of the Units in connection with the offering when the Prospectus is does not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectuswill not, as then amended or supplemented by the Partnershipsupplemented, if applicableas of each Representation Date, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus, except 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 its date, did not and will not 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 paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing Company by such Underwriter through you 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 the Underwriters or on behalf of any Manager consists of the information described as such in Section 13 herein7 hereof.

No Material Misstatements or Omissions. 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 (i) The as defined herein), the Prospectus will, comply in all material respects with the applicable requirements of the Act and the rules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii; and on the date of any filing pursuant to Rule 424(b) and on 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 Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, include Prospectus (together with 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 and (vsupplement thereto) the Prospectus does not include and, as amended or supplemented, if applicable, 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; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, except 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, was made or will be made with a reasonable basis and in good faith; provided, however, that the 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 supplement thereto) in reliance upon and warranties set forth in this paragraph do not apply conformity with information furnished in writing to statements the Partnership by or omissions on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished by the Underwriters Underwriter consists of the information described as such in Section 13 herein8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (iif required) The 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 Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date and at the date of this Agreement, the Registration Statement, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii) ; on the Registration Statement Effective Date and the Prospectus comply and, as amended Closing Date the Current Issuer Trust Deed did or supplemented, if applicable, will comply in all material respects with the Securities applicable requirements of the Trust Indenture Act and the applicable rules thereunder; and regulations of on the Commission thereunderEffective Date, (iii) the Time of Sale Prospectus does Prospectus, if not filed pursuant to Rule 424(b), will not, and at on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the applicable Delivery Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, 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 and (v) misleading; provided, however, that NRPLC makes no representations or warranties as to the Prospectus does not include and, as amended information contained in or supplemented, if applicable, 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, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus based (or any statement thereto) in reliance upon and in conformity with information relating furnished in writing to NRPLC by or on behalf of any Underwriter furnished to through the Partnership Lead Underwriters specifically for inclusion in writing by such Underwriter through you expressly for use thereinthe Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such which information furnished by the Underwriters consists of the information is described as such in Section 13 herein.Clause 13.2;

No Material Misstatements or Omissions. (i) The Neither the Registration StatementStatement nor any amendment thereto contained, when it became effective, did not contains or will contain and, as amended or supplemented, if applicable, will not contain any 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 each Applicable Time, neither (iiA) the Registration Statement and the Prospectus comply andGeneral Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, as amended or supplemented, if applicable, will comply in all material respects when considered together with the Securities Act and the applicable rules and regulations of the Commission thereunderGeneral Disclosure Package, (iii) the Time of Sale Prospectus does notincluded, 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 includes or supplemented by the Partnership, if applicable, will not, include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinomitted, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not include and, as amended omits or supplemented, if applicable, 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), except that as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this paragraph do subsection shall not apply to statements in or omissions in from the Registration StatementStatement (or any amendment thereto), the Time of Sale Prospectus General Disclosure Package or the Prospectus based (or any amendment or supplement thereto) made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you any Manager expressly for use therein, it being understood and agreed that therein (the only such information furnished by the Underwriters consists of the information described as such in Section 13 herein“Manager Information”).

No Material Misstatements or Omissions. (i) The 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 the Registration Statement, when it such part became effective, did not contain and, each such part as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, 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, (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, (iiiv) the Registration Statement and the Prospectus 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 and the applicable rules and regulations of the Commission thereunderAct, (iiiv) each broadly available road show (as defined in Rule 433 under the Time of Sale Prospectus does notSecurities Act), and at the time of each sale of the Units in connection if any, when considered together 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 does 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 and (vvi) as of its date and as of each Settlement Date, the Prospectus does not include contain and, as amended or supplemented, if applicable, 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, 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 Statement or the Prospectus based upon information relating to any Underwriter the Agent furnished to the Partnership Company in writing by such Underwriter Agent 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. (i) The Registration StatementPreliminary Memorandum, when it became effectiveat the date thereof, did not contain and, as amended or supplemented, if applicable, 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 to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date, the Final Memorandum did not and will not (ii) and any amendment or supplement thereto at 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, date thereof 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, Closing Date will not, include ) contain any untrue statement of a material fact 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 misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon, and (v) in conformity with, written information furnished to the Prospectus does Company by or on behalf of the Initial Purchasers, specifically for 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 include and, as amended or supplemented, if applicable, and will not 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, 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 based upon information relating to any Underwriter furnished to the Partnership in writing by 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. (i) The Neither the Registration StatementStatement nor any amendment thereto contained, when it became effective, did not contains or will contain and, as amended or supplemented, if applicable, will not contain any 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 each Applicable Time, neither (iiA) the Registration Statement and the Prospectus comply andGeneral Disclosure Package nor (B) any Issuer Limited Use Free Writing Prospectus, as amended or supplemented, if applicable, will comply in all material respects when considered together with the Securities Act and the applicable rules and regulations of the Commission thereunderGeneral Disclosure Package, (iii) the Time of Sale Prospectus does notincluded, 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 includes or supplemented by the Partnership, if applicable, will not, include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinomitted, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not include and, as amended omits or supplemented, if applicable, 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), except that as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this paragraph do subsection shall not apply to statements in or omissions in from the Registration StatementStatement (or any amendment thereto), the Time of Sale Prospectus General Disclosure Package or the Prospectus based (or any amendment or supplement thereto) made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you any Manager expressly for use therein, it being understood and agreed that therein (the only such information furnished by the Underwriters consists of the information described as such in Section 13 herein“Manager Information”).

No Material Misstatements or Omissions. (i) The As of its date, the Registration StatementStatement did not, when it became effective, did and does not contain andand will not, as then amended or supplemented, if applicableas of each Representation Date, 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, (ii) ; each of the statements made by the Partnership in the Registration Statement and any further amendments to the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with 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 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 does not yet available to prospective purchasers and at the applicable Delivery Date, the Time of Sale Prospectuswill not, as then amended or supplemented by the Partnershipsupplemented, if applicableas of each Representation Date, will not, include any 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 (v) the Prospectus does not include andmisleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as amended or supplementedof its date, if applicable, will did 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; each Permitted Free Writing Prospectus listed on Schedule A, except 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 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 paragraph Section 2(e) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the any Permitted Free Writing Prospectus based or any such amendment or supplement thereto in reliance upon and in conformity with written information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you or on behalf of any Manager 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. On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (iif required) The 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, when it became effective, Statement did not contain and, as amended or supplemented, if applicable, 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, (ii) the Registration Statement and the Prospectus comply ; and, as amended or supplementedon the Effective Date, the Prospectus, if applicablenot filed pursuant to Rule 424(b), 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 on the time date of each sale of any filing pursuant to Rule 424(b) and on the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers Closing Date and at the applicable Delivery any Option Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, 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 and (vthe statements made 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, provided, however, that the Teekay Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus does not include and, as amended (or supplemented, if applicable, will not include any untrue statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf 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 paragraph do not apply to statements or omissions any Underwriter specifically for inclusion in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus based upon information relating to (or any Underwriter furnished to the Partnership in writing by 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 hereinsupplement thereto).