Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, complied in all material respects with the Securities Act, and at the time it became effective or its date, as applicable, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with the Agent Information. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement the Prospectus and any post-effective amendments or supplements thereto, at the time it became or becomes effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and at the time it became as of each effective or its date, as applicabledate and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

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

No Material Misstatements or Omissions. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment or supplements supplement thereto, at the time it became effective or effective, at its date, date and at each Settlement Date (as applicabledefined in Section 2(a)(vii) hereof), complied in all material respects with the Securities Act, Act and at the time it became effective or its date, as applicable, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. US-DOCS\95271282.8 The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, Prospectus or any amendments amendment or supplements supplement thereto, made in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

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

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

No Material Misstatements or Omissions. The Prospectus when filed, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became becomes effective or its date, as applicable, complied and as of each Settlement Date (as defined in Section 2(a)(vii) below), will comply in all material respects with the Securities Act, and at the time it became as of each effective or its datedate and each Settlement Date, as applicable, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, date and as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

No Material Misstatements or Omissions. Each of Neither the Registration StatementStatement nor any amendment thereto contained, any Rule 462(b) Registration Statement and any post-effective amendments contains or supplements thereto, at the time it became effective or its date, as applicable, complied in all material respects with the Securities Act, and at the time it became effective or its date, as applicable, did not and 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. The Prospectus As of each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when filed complied, and as amended or supplemented, if applicable, will comply in all material respects considered together with the Securities Act. The ProspectusGeneral Disclosure Package, as amended included, includes or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any 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. Neither the Prospectus nor any amendment or supplement thereto, 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 the two immediately preceding sentences do this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement (or any post-effective amendment or supplement thereto), the DB1/ 122710338.6 General Disclosure Package or the Prospectus, Prospectus (or any amendments amendment or supplements supplement thereto, ) made in reliance upon and in conformity with the Agent Information. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits written information furnished to the Registration Statement that have not been described or filed as requiredPartnership by any Manager expressly for use therein (the “Manager Information”).

No Material Misstatements or Omissions. The Prospectus when filed, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became becomes effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and at the time it became as of each effective or its datedate and each Settlement Date, as applicable, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), complied in all material respects with the Securities Act, and at the time it became as of each effective or its date, as applicabledate and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent InformationAgents furnished to the Company in writing by the Agents expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

No Material Misstatements or Omissions. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each Settlement Date, complied in all material respects with the Securities Act, and at the time it became as of each effective or its date, as applicabledate and each Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company in writing by the Agent expressly for use therein. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that which have not been described or filed as required.

No Material Misstatements or Omissions. Each (I) The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, any Rule 462(b) Registration Statement and at the time it became effective, any post-effective amendments or supplements amendment thereto, at the time it became effective or effective, the Preliminary Prospectus, as of its date, and the Prospectus, as applicableof the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act, Act and at the time it became effective or its dateRules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. The Registration Statement, as applicableof the applicable effective date as to each part of the Registration Statement and any amendment thereto pursuant to Rule 430B(f)(2) under the Act, did not and will not contain include any untrue statement of a material fact or and did not omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus when filed complied; provided, however, that NRPLC makes no representations, warranties or agreements as to: (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) of the Note Trustee under the Trust Indenture Act, and as amended (ii) statements or supplemented, if applicable, will comply in all material respects with the Securities Act. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, omissions in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, Statement made in reliance upon and in conformity with the Agent Underwriter Information. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that have not been described or filed as required.;

No Material Misstatements or Omissions. Each of On the Effective Date, the Registration StatementStatement did or will, any and when the Prospectus is first filed (if required) in accordance with Rule 462(b424(b) Registration Statement and on the Closing Date, the Prospectus (and any post-effective amendments or supplements thereto) will, at the time it became effective or its date, as applicable, complied 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 time it became effective or its datedate of this Agreement, as applicable, the Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus when filed complied, ; on the Effective Date and as amended on the Closing Date the Current Issuer Trust Deed did or supplemented, if applicable, will comply in all material respects with the Securities Act. The applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, as amended or supplementedif not filed pursuant to Rule 424(b), as will not, and on the date of its date, did not and, as of each of any filing pursuant to Rule 424(b) and on the Settlement Closing Date, the Prospectus (together with any supplement thereto) will not contain 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. The representations and warranties set forth in ; provided, however, that neither Funding nor the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Mortgages Trustee makes any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with the Agent Information. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that have not been described or filed as required.representations