Common use of No Material Misstatements or Omissions Clause in Contracts

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

No Material Misstatements or Omissions. On the Effective Date, the The Registration Statement did complied when it became effective, complies as of the date hereof and, as amended or willsupplemented, at each deemed effective date with respect to the Managers pursuant to Rule 430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section 3(a)(vi) hereof), and when at all times during which a prospectus is required by the Prospectus is first filed Act to be delivered (if requiredwhether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in accordance connection with Rule 424(b) and on the Closing Dateany sale of Units, the Prospectus (and any supplements thereto) willwill comply, comply in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and will not, at or will not during such times, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Base Prospectus complied or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the Effective date hereof) and, as of the time of each sale of Units pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date and on at all times during the Closing Dateperiod that a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Seventh Issuer Trust Deed Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Act; at no time during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, did or will comply the Base Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus will comply, as of its date, as of each Time of Sale and Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects with the applicable requirements of the Trust Indenture Act; at no time during the period that a prospectus is required by the Act and the rules thereunder; and on the Effective Dateto be delivered (whether physically, the Prospectus, if not filed deemed to be delivered pursuant to Rule 424(b), 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of any Units did not or will not, and on such Permitted Free Writing Prospectus include any information that conflicted or will conflict with any information contained in the date of any filing pursuant to Rule 424(b) and on the Closing DateRegistration Statement, the Prospectus (together with or any supplement thereto) will not, Incorporated Document or include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Mortgages Trustee makes Partnership Parties make no representation or warranty with respect to any representations or warranties as to (i) that part of statement contained in the Registration Statement which shall constitute Statement, the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement or Base Prospectus, the Prospectus (or any statement thereto) Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Manager and furnished in writing to them by or on behalf of any Underwriter through the Lead Managers specifically Manager expressly for inclusion use in the Registration Statement or Statement, the Base Prospectus, the Prospectus or such Permitted Free Writing Prospectus, as the case may be; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For all purposes of this Agreement (including, without limitation, the provisions of this paragraph and of Section 7 of this Agreement), the Partnership Parties and the Managers agree that the only information furnished or to be furnished by or on behalf of any Manager expressly for use in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus or any amendment or supplement thereto);to any of the foregoing is (1) the names of the Managers and (2) the statement that the Managers will not engage in any transactions that stabilize the Common Units appearing in the last sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement dated November 12, 2014.

No Material Misstatements or Omissions. On Neither the Effective DateSEC nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of any of the Xxxxxx Parties, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement did (as amended or willsupplemented) or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending the qualification or registration of the Units for offering or sale in any jurisdiction nor instituted or, to the knowledge of any of the Xxxxxx Parties, threatened to institute proceedings for any such purpose. The Registration Statement, in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto becomes effective, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on comply or will comply, as the Closing Datecase may be, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Exchange 1933 Act and the Trust Indenture 1933 Act Rules and the respective rules thereunder; on the Effective Date and at the Execution Time, Regulations. Neither the Registration Statement did not nor any amendment thereto, as of the applicable effective date, contains or will not contain contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; on the Effective Date and on the Closing Date, the Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on neither the date of any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Prospectus (together with nor any supplement thereto) thereto contains or will notcontain, include as the case may be, any untrue statement of a material fact or omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Mortgages Trustee Partnership makes any representations no representation or warranties warranty as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (Prospectus, or any statement thereto) such amendment or supplement, in reliance upon upon, and in conformity with with, written information furnished in writing to them the Partnership relating to the Underwriters by or on behalf of any Underwriter through the Lead Managers specifically Underwriters expressly for inclusion use in the Registration Statement preparation thereof (as provided in Section 13 hereof). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the 1933 Act Rules and Regulations, including (but not limited to) any projections, results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the Prospectus (anticipated ratio of taxable income to distributions was made or any supplement thereto);will be made with a reasonable basis and in good faith.

No Material Misstatements or Omissions. On There shall not have come to the Effective Dateattention of the Purchasing Agent or any Agent purchasing Notes as principal, the Registration Statement did or willany facts that would cause such Agent to believe that any Disclosure Package, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the including any Agent Represented Limited-Use Free Writing Prospectus (and any supplements thereto) willas defined below), comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution TimeInitial Sale Time with respect to the Notes to be issued, the Registration Statement did not or will not contain any included an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time of such delivery, not misleading; provided. If any condition specified in this Section II shall not have been fulfilled in all material respects when and as required by this Agreement, howeveror if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agents and their counsel, this Agreement and all obligations of the Agents may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that neither Funding nor the Mortgages Trustee makes covenant regarding provision of an earnings statement set forth in Section III(j) of this Agreement, the indemnity and contribution agreements set forth in Section VIII of this Agreement, the provisions concerning payment of expenses under Section XIII of this Agreement, the provisions concerning the survival of the representations, warranties and agreements set forth in Section VI(c) of this Agreement and the provisions regarding parties set forth under Section XI of this Agreement shall remain in effect. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any representations or warranties as Terms Agreement, are subject to the conditions that (i) that part no litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Registration Statement Notes, or which shall constitute in any way questions or affects the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act validity of the Note Trustee or Notes and (ii) there shall have been no material adverse change not in the information contained ordinary course of business in or omitted the consolidated financial condition of the Company and its subsidiaries, taken as a whole, from the Registration Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to them by or on behalf of any Underwriter through the Lead Managers specifically for inclusion that set forth in the Registration Statement or and the Prospectus Prospectus, each of which conditions shall be met on the date of the Terms Agreement and on the corresponding Settlement Date. Further, if specifically called for by any written agreement by the Purchasing Agent, including a Terms Agreement, to purchase Notes as principal, the Purchasing Agent’s obligations hereunder and under such agreement, shall be subject to such additional conditions, including those set forth in clauses (or a), (b), (c), (d) and (e) above, as agreed to by the parties, each of which such agreed conditions shall be met on the corresponding Settlement Date (and any supplement theretodocuments delivered pursuant to this paragraph shall address any applicable Disclosure Package);.

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

No Material Misstatements or Omissions. On There shall not have come to the Effective Dateattention of the Purchasing Agent or any Agent purchasing Notes as principal, the Registration Statement did or willany facts that would cause such Agent to believe that any Disclosure Package, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the including any Agent Represented Limited-Use Free Writing Prospectus (and any supplements thereto) willas defined below), comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution TimeInitial Sale Time with respect to the Notes to be issued, the Registration Statement did not or will not contain any included an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time of such delivery, not misleading; provided. If any condition specified in this Section II shall not have been fulfilled in all material respects when and as required by this Agreement, howeveror if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agents and their counsel, this Agreement and all obligations of the Agents may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that neither Funding nor the Mortgages Trustee makes covenant regarding provision of an earnings statement set forth in Section III(j) of this Agreement, the indemnity and contribution agreements set forth in Section VIII of this Agreement, the provisions concerning payment of expenses under Section XIII of this Agreement, the provisions concerning the survival of the representations, warranties and agreements set forth in Section VI(c) of this Agreement and the provisions regarding parties set forth under Section XI of this Agreement shall remain in effect. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any representations or warranties as Terms Agreement, are subject to the conditions that (i) no litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes and (ii) there shall have been no material adverse change not in the ordinary course of business in the consolidated financial condition of the Company and its subsidiaries, taken as a whole, from that part of set forth in NY2-736121 the Registration Statement and the Prospectus, each of which conditions shall constitute be met on the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act date of the Note Trustee or Terms Agreement and on the corresponding Settlement Date. Further, if specifically called for by any written agreement by the Purchasing Agent, including a Terms Agreement, to purchase Notes as principal, the Purchasing Agent’s obligations hereunder and under such agreement, shall be subject to such additional conditions, including those set forth in clauses (iia), (b), (c), (d) and (e) above, as agreed to by the information contained in or omitted from parties, each of which such agreed conditions shall be met on the Registration Statement or the Prospectus corresponding Settlement Date (or and any statement thereto) in reliance upon and in conformity with information furnished in writing documents delivered pursuant to them by or on behalf of this paragraph shall address any Underwriter through the Lead Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement theretoapplicable Disclosure Package);.

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

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

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

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

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

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

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

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

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

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

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

No Material Misstatements or Omissions. On the Effective Date, The Partnership has prepared each of the Registration Statement, any Rule 462 Registration Statement did or willand will prepare any post-effective amendment thereto, and when the Prospectus is first and any amendments or supplements thereto. The Registration Statement (including any Rule 462 Registration Statement), in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus, and any supplement or amendment thereto when filed (if required) in accordance with the Commission under Rule 424(b) and on under the Closing DateAct, the Prospectus (and any supplements thereto) will, will comply as to form in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not at any such times contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, except that neither Funding nor the Mortgages Trustee makes any representations or warranties as this representation and warranty does not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any statement amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing to them by or on behalf of any Underwriter through you expressly for use therein. Commencing with the Lead Managers specifically Partnership’s Annual Report on Form 10-K for inclusion the fiscal year ended December 31, 2002, the Partnership’s filings with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), when they were filed with the Commission, conformed in all material respects to the Registration Statement requirements of the Exchange Act and the rules and regulations thereunder, and none of such filings contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the Prospectus (or any supplement thereto);statements therein not misleading at such time.

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