Common use of Registration Statement, Prospectus and Disclosure at Time of Sale Clause in Contracts

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning the Agents and furnished in writing by or on behalf

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of has been declared effective by the ActCommission, and any post-effective amendment thereto has also been declared effective by the Commission. The initial effective date No stop order suspending the effectiveness of the Registration Statement was not earlier than has been issued under the date three (3) years prior to the date hereof; there is Securities Act and no order preventing proceedings for that purpose have been instituted or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, andare pending or, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened Operating Partnership, are contemplated by the Commission; no notice of objection , and any request on the part of the Commission to for additional information has been complied with. At each respective time the use of such Registration Statement became effective, at each deemed effective date with respect to MLV pursuant to Rule 401(g)(2430B(f)(2) under of the Securities Act has been received by the Company; and as of each Settlement Date, the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering Securities Act and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, each Applicable Time, each Settlement Date and of each Representation Date, the Prospectus, as then amended Date included or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain include 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. The Prospectus complied when so filed in all material respects with the Securities Act and each Prospectus furnished to MLV for use in connection with the offering of the Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to IDEA, howeverexcept to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until the issuer notified or notifies MLV otherwise, did not, does not and will not include any information that conflicted, conflicts or will conflict with the Company makes no representation information contained in the Registration Statement or warranty with respect the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to any statement be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omission omissions from the Registration Statement, the Prospectus or any Permitted amendment or supplement thereto or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information concerning furnished to the Agents and furnished in writing Company by or on behalfMLV expressly for use therein.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to any of the Prospectus or any Permitted Free Writing Prospectus, foregoing became effective and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to the knowledge any of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement foregoing complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, and at the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing ProspectusesClosing Date (and, if anyany Option Securities are purchased, at the applicable Option Closing Date), neither the Prospectus nor any amendments or supplements thereto included or will not contain include 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. As of the Applicable Time and at the Closing Date (and, howeverif any Option Securities are purchased, that at the Company makes no representation applicable Option Closing Date), neither (x) any Issuer General Use Free Writing Prospectuses, if any, issued at or warranty prior to the Applicable Time, the Pre-Pricing Prospectus as of the Applicable Time and the information, if any, included on Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”) nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with respect the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus or any Permitted Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(c) hereof. At the respective times that the Initial Registration Statement, any 462(b) Registration Statement or any amendment to any of the foregoing were filed and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus (if any), as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined became effective upon filing under Rule 405 462(e) of the Securities Act (“Rule 462(e)”) on April 29, 2009, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares made prior to the filing of the original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the Securities Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163. The initial effective date of At each respective time the Registration Statement was not earlier than the became effective, at each deemed effective date three (3) years prior with respect to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Baird pursuant to Rule 401(g)(2430B(f)(2) under of the Securities Act has been received by the Company; and as of each Settlement Date, the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering Securities Act and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, as of the date hereof, each Applicable Time, each Settlement Date and each Representation Date, the Prospectus, Date (as then amended defined below) included or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain include 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. The Prospectus complied when so filed in all material respects with the Securities Act. Each Free Writing Prospectus, howeveras of its issue date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the Company makes no representation information contained in the Registration Statement or warranty with respect the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to any statement be a part thereof that has not been superseded or modified. The representations and warranties in this subsection (b) shall not apply to statements in or omission omissions from the Registration Statement, the Prospectus or any Permitted amendment or supplement thereto or any Free Writing Prospectus made in reliance upon and in conformity with written information concerning furnished to the Agents and furnished in writing Company by or on behalfBaird expressly for use therein.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times that the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Initial Registration Statement, the Prospectus or any Permitted Free Writing ProspectusRule 462(b) Registration Statement and any amendments thereto became effective, and, at each deemed effective date with respect to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Underwriters pursuant to Rule 401(g)(2430B(f)(2), and at the Closing Date, the Initial Registration Statement, any Rule 462(b) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as and any amendments to any of the date hereof and, as then amended or supplemented, as of each other Representation Date foregoing complied and will comply, comply in all material respects, respects with the requirements of the 1933 Act; , the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1940 Act and the offering Rules and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, Regulations and did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation . At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 497 or issued, at the Closing Date, and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, neither the Prospectus, as then amended Prospectus nor any amendments or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, supplements thereto included or will not contain include 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. As of the Applicable Time and as of each time from and after the Applicable Time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, howeverthe Preliminary Prospectus and the information included on Exhibit B hereto, that all considered together (collectively, the Company makes no representation “General Disclosure Package”), did not and will not include an untrue statement of a material fact or warranty with respect 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 497 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act, the 1940 act and the Rules and Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any Permitted Free Writing Prospectus amendment or supplement to any the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Fund or the Investment Manager by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in writing Section 6(b) hereof. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

Registration Statement, Prospectus and Disclosure at Time of Sale. The At the respective times that the Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of and any amendments thereto became effective, at each time subsequent to the Act. The initial effective date filing of the Registration Statement was not earlier than that the Company filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date three (3) years prior with respect to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Underwriters pursuant to Rule 401(g)(2) under 430B(f)(2), and at the Act has been received by the Company; Closing Date, the Registration Statement and any amendments thereto complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as . As of each Representation the respective times filed pursuant to Rule 424(b) and at the Closing Date, neither the Prospectus, as then amended Prospectus nor any amendments or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, supplements thereto included or will not contain include 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. As of the Applicable Time and as of the Closing Date, howeverneither (x) the Pricing Term Sheet (as defined in Section 3(m) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus or the Investor Presentation dated May 2019 (the “Investor Presentation”), when considered together with the General Disclosure Package, included or will include 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. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to either of the foregoing filed as part of the Registration Statement, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(3) do not apply to (i) that part of the Company makes no representation Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act or warranty with respect to any statement (ii) statements in or omission omissions from the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Permitted Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof. At the respective times that the Registration Statement or any amendments thereto were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus and the Investor Presentation, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Original Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of and any post-effective amendments thereto have been declared effective by the ActCommission. The initial effective date No stop order suspending the effectiveness of the Registration Statement was not earlier than has been issued under the date three (3) years prior to the date hereof; there is 1933 Act and no order preventing proceedings for that purpose have been instituted or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, andare pending or, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened are contemplated by the Commission; no notice of objection , and any request on the part of the Commission to for additional information has been complied with. In addition, each relevant Trust Agreement in effect as of each Representation Date has been duly qualified under the use of such 1939 Act. At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date pursuant to Rule 401(g)(2430B(f)(2) under of the 1933 Act has been received by the Company; Regulations and at each Representation Date, the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; 1933 Act and the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets1933 Act Regulations, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, . At the Prospectus, as then amended or supplemented, together with all date of the then issued Permitted Free Writing Prospectuses, if any, Prospectus and at the Closing Time the Prospectus and any amendments and supplements thereto did not and will not contain 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; provided. The representations and warranties in this subsection shall not apply to that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 under the 1939 Act of the relevant Trustee. Each preliminary prospectus complied when filed with the Commission in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, howeverat the time of such delivery, that the Company makes no representation or warranty with respect be identical to any statement in electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of an Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or omission from prior to the Registration StatementApplicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the Prospectus or “General Disclosure Package”), nor (y) any Permitted individual Issuer Limited Use Free Writing Prospectus made Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in reliance upon order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in conformity with information concerning the Agents and furnished in writing by or on behalfthis Agreement:

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of respective times the Registration Statement, the Prospectus or any Permitted Free Writing ProspectusRule 462(b) Registration Statement and each amendment thereto became effective, and, at each deemed effective date with respect to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Underwriters pursuant to Rule 401(g)(2430B(f)(2) under of the 1933 Act has been received by Regulations and at Closing Time (and, if any Option Securities are purchased, at the Company; Date of Delivery), the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date. Neither the Prospectus nor any amendments or supplements thereto, at the Prospectus, as then amended time the Prospectus or supplemented, together with all of the then any such amendment or supplement was issued Permitted Free Writing Prospectusesand at Closing Time (and, if anyany Option Securities are purchased, at the Date of Delivery), included or will not contain include 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. As of the Applicable Time and as of Closing Time, howeverneither (x) the General Disclosure Package, nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted 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. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company makes no representation issuer notified or warranty notifies the Representatives as described in Section 3(e) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with respect the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to any statement be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omission omissions from the Registration Statement, the Prospectus or any Permitted Issuer Free Writing Prospectus made in reliance upon and in conformity with written information concerning furnished to the Agents and furnished Company by any Underwriter through the Representatives expressly for use therein, which information is specified in writing by or on behalfSection 6(b) hereof.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Act. The initial effective date of the Registration Statement was not earlier than the date three Commission thereunder, (3ii) years prior to the date hereof; there is no order preventing or suspending the use each part of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of when such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially part became effective, complies as of the date hereof anddid not contain, and each such part, as then amended or supplemented, as of each other Representation Date if applicable, will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an any 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 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 in order to make the statements therein not misleading, (iv) 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, (v) the Time of Sale Prospectus does not, and at the time of each Representation Datesale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented, together with all of supplemented by the then issued Permitted Free Writing ProspectusesCompany, if anyapplicable, will not not, contain an 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(vi) 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 and (vii) 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 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 representation representations and warranties set forth in this paragraph do not apply to (A) statements or warranty with respect to any statement omissions in or omission from the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning Underwriter furnished to the Agents and furnished Company in writing by such Underwriter through the Representatives expressly for use therein or on behalf(B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee;

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, at the Prospectus or any Permitted Free Writing ProspectusEffective Time, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, respects with the applicable requirements of the Securities Act and the Trust Indenture Act, the Securities Act Regulations and the rules and regulations of the Commission under the Trust Indenture Act (the “Trust Indenture Act Regulations”). The Prospectus when first filed with the Commission will comply in all material respects with the applicable requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the Trust Indenture Act Regulations. The Registration Statement, at the Effective Time, did 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; the Registration Statement Preliminary Prospectus, as of its date, the Ratings Free Writing Prospectus, as of its date, and the Preliminary Prospectus, the Bloomberg screen attached as Schedule A and filed with the Commission as a “free writing prospectus” (the “Pricing Free Writing Prospectus”), the Ratings Free Writing Prospectus and the Road Show Materials (as defined in Section 6(a)(v)), at [ ] [ ].m., New York City time, on [ ], 20[ ], which is the time when Contracts of Sale with respect to the Notes were first made (the “Time of Sale”), did not, as of and at the time of its initial effectiveness, and does not or Closing Time will not, as then amended or supplemented, as of each Representation Date, contain an include any 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 therein, in the light of the circumstances under which they were made, not misleading; as of each Representation Date. As used herein, the “Time of Sale Information” means the Preliminary Prospectus, as then amended the Pricing Free Writing Prospectus, the Ratings Free Writing Prospectus and any Intex CMO Description Information (CDI) meta-language describing the transaction contemplated in the Basic Documents. If, subsequent to the Time of Sale and prior to the Closing Time, such information included an untrue statement of material fact or supplementedomitted to state a material fact necessary in order to make the statements therein, together with all in the light of the circumstances under which they were made, not misleading and the Underwriter terminates existing Contracts of Sale under the guidance of the Commission relating to Rule 159, and enters into new Contracts of Sale with investors in the Notes, then issued Permitted Free Writing Prospectusesthe term “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale in an amended prospectus approved by the Underwriter as set forth in Section 3(b), if anyand the term “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Prospectus at its date, at the date of any amendment or supplement thereto and on the Closing Time will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect representations and warranties in this subsection shall not apply to any statement statements in or omission omissions from the Registration Statement, Time of Sale Information or the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning the Agents and furnished Underwriter Information (as defined in writing by or on behalfSection 7(a)).

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times that the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Initial Registration Statement, the Prospectus or any Permitted Free Writing ProspectusRule 462(b) Registration Statement and any amendments thereto became effective, and, at each deemed effective date with respect to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Underwriters pursuant to Rule 401(g)(2430B(f)(2), and at the Closing Date, the Initial Registration Statement, any Rule 462(b) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as and any amendments to any of the date hereof and, as then amended or supplemented, as of each other Representation Date foregoing complied and will comply, comply in all material respects, respects with the requirements of the 1933 Act; , the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1940 Act and the offering Rules and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, Regulations and did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation . At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 497 or issued, at the Closing Date, and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, neither the Prospectus, as then amended Prospectus nor any amendments or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, supplements thereto included or will not contain include 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. As of the Applicable Time and as of each time from and after the Applicable Time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, howeverthe Preliminary Prospectus and the information included on Exhibit B hereto, that all considered together (collectively, the Company makes no representation “General Disclosure Package”), did not and will not include an untrue statement of a material fact or warranty with respect 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 497 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act, the 1940 act and the Rules and Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any Permitted Free Writing Prospectus amendment or supplement to any the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Fund or the Investment Manager by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in writing Section 6(b) hereof. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times that the Registration Statement was not earlier than the date three (3) years prior and any amendments thereto became effective, at each deemed Effective Date with respect to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement Underwriters pursuant to Rule 401(g)(2) under the Act has been received by the Company; 430B(f)(2), the Registration Statement and any amendments thereto complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as . At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required (or, but for the provisions of each Representation DateRule 172, the Prospectus, as then amended or supplemented, together would be required) by applicable law to be delivered in connection with all sales of the then issued Permitted Free Writing ProspectusesSecurities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), if any, neither the Prospectus nor any amendments or supplements thereto included or will not contain include 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. As of the Applicable Time, howeverneither (x) any Issuer General Use Free Writing Prospectuses, that if any, issued at or prior to the Company makes no representation Applicable Time, the Pre-Pricing Prospectus as of the Applicable Time and the information, if any, included on Exhibit I hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or warranty with respect will include an untrue statement of a material fact or omitted or will 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act in connection with the offering of the Securities, complied and will comply when so filed in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the Prospectus or any Permitted Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described in Section 6(b) hereof. At the respective times that the Registration Statement or any amendment to the Registration Statement were filed and at the date hereof, the Partnership was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limiting the foregoing, the Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Registration Statement and any amendments thereto and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to any of the Prospectus or any Permitted Free Writing Prospectus, foregoing became effective and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to the knowledge any of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement foregoing complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, and at the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing ProspectusesClosing Date (and, if anyany Option Securities are purchased, at the applicable Option Closing Date), neither the Prospectus nor any amendments or supplements thereto included or will not contain include 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. As of the Applicable Time and at the Closing Date (and, howeverif any Option Securities are purchased, that at the Company makes no representation applicable Option Closing Date), neither (x) any Issuer General Use Free Writing Prospectuses, if any, issued at or warranty prior to the Applicable Time, the Pre-Pricing Prospectus as of the Applicable Time and the information, if any, included on Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with respect the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus or any Permitted Issuer Free Writing Prospectus or any amendment or supplement to any the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(c) hereof. At the respective times that the Initial Registration Statement, any 462(b) Registration Statement or any amendment to any of the foregoing were filed and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. The Company has made available a “bona fide electronic road show” (as defined in Rule 433(h)) in compliance with Rule 433(d)(8)(ii) such that no filing with the Commission of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus (if any), as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of At the Act. The initial effective date of respective times the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to any of the Prospectus or any Permitted Free Writing Prospectus, foregoing became effective and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments to the knowledge any of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement foregoing complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date and will comply, comply in all material respects, respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, 1933 Act and the offering 1933 Act Regulations and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, did not and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, and at the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing ProspectusesClosing Date (and, if anyany Option Securities are purchased, at the applicable Option Closing Date), neither the Prospectus nor any amendments or supplements thereto included or will not contain include 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. As of the Applicable Time and at the Closing Date (and, howeverif any Option Securities are purchased, that at the Company makes no representation applicable Option Closing Date), neither (x) any Issuer General Use Free Writing Prospectuses, if any, issued at or warranty prior to the Applicable Time, the Pre-Pricing Prospectus as of the Applicable Time and the information, if any, included on Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”), (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with respect the General Disclosure Package, nor (z) any Written Testing- the-Waters Communication when considered together with the General Disclosure Package included or will include an untrue statement of a material fact or omitted or will 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. Each preliminary prospectus and the Prospectus and any amendments or supplements to any statement of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations. The representations and warranties in the preceding paragraphs of this Section 1(a)(2) do not apply to statements in or omission omissions from the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus or any Permitted Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information concerning furnished to the Agents Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(c) hereof. At the respective times that the Initial Registration Statement, any Rule 462(b) Registration Statement or any amendment to any of the foregoing were filed and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement, references to the “delivery” or on behalf“furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Each Issuer Free Writing Prospectus (if any), as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, at the Prospectus or any Permitted Free Writing ProspectusEffective Time, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, respects with the applicable requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations of the Commission thereunder (the “Trust Indenture Act Regulations”). The Prospectus when first filed with the Commission will comply in all material respects with the applicable requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the Trust Indenture Act Regulations. The Registration Statement, at the Effective Time, did 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; the Registration Statement Preliminary Prospectus, as of its date, the Ratings Free Writing Prospectus, as of its date, and the Preliminary Prospectus, the Bloomberg screen attached as Schedule B and filed with the Commission as a “free writing prospectus” (the “Pricing Free Writing Prospectus”), the Ratings Free Writing Prospectus and the Road Show Materials (as defined below), at [ ], New York City time, on [ ], 20[ ], which is the time when Contracts of Sale with respect to the Notes were first made (the “Time of Sale”), did not, as of and at the time of its initial effectiveness, and does not or Closing Time will not, as then amended or supplemented, as of each Representation Date, contain an include any 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 therein, in the light of the circumstances under which they were made, not misleading; as of each Representation Date. As used herein, the “Time of Sale Information” means, the Preliminary Prospectus, as then amended the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus. If, subsequent to the Time of Sale and prior to the Closing Time, such information included an untrue statement of material fact or supplementedomitted to state a material fact necessary in order to make the statements therein, together with all in the light of the circumstances under which they were made, not misleading and the Underwriter terminates existing Contracts of Sale under the guidance of the Commission relating to Rule 159, and enters into new Contracts of Sale with investors in the Notes, then issued Permitted Free Writing Prospectusesthe term “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale in an amended prospectus approved by the Underwriter as set forth in Section 3(b), if anyand the term “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Prospectus at its date, at the date of any amendment or supplement thereto and on the Closing Time will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect representations and warranties in this subsection shall not apply to any statement statements in or omission omissions from the Registration Statement, Time of Sale Information or the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning the Agents and furnished Underwriter Information (as defined in writing by or on behalfSection 7(a)).

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, respects with the requirements of the Act; Securities Act and the conditions to Securities Act Regulations. At the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; time the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time became effective it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, as of each Representation its date and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), contained or will contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the Prospectusstatements therein, as then amended or supplementedin the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Securities Act Regulations), when considered together with all the Pricing Disclosure Package as of the then issued Permitted Free Writing ProspectusesApplicable Time, if anydid 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 documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not not, when filed with the Commission, 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; provided, however, that . The representations and warranties set forth in the Company makes no representation or warranty with respect four immediately preceding paragraphs shall not apply to any statement statements in or omission omissions from the Registration Statement, the Prospectus Pricing Disclosure Package or any Permitted Free Writing the Prospectus made in reliance upon and in conformity with written information concerning furnished to the Agents Partnership by (i) any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 7(b) hereof or (ii) the Selling Unitholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Unitholder as aforesaid consists of the information described as such in Section 1(b)(7). The Base Prospectus and any Preliminary Prospectus filed pursuant to Rule 424(b) in connection with the offering of the Securities (including, without limitation, the Prospectus), complied and will comply when so filed in all material respects with the requirements of the Securities Act and the Securities Act Regulations. At the time of filing the Registration Statement and any post-effective amendments thereto, and at the date hereof, the Partnership was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limiting the foregoing, the Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. The copies of the Base Prospectus and the Registration Statement and any amendments thereto and the copies of any Preliminary Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or on behalfwill conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act. The initial effective date of the Registration Statement was not earlier than the date three (3) years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, at the Prospectus or any Permitted Free Writing ProspectusEffective Time, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the applicable requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, respects with the applicable requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations of the Commission thereunder (the “Trust Indenture Act Regulations”). The Prospectus when first filed with the Commission will comply in all material respects with the applicable requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the Trust Indenture Act Regulations. The Registration Statement, at the Effective Time, did 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; the Registration Statement Preliminary Prospectus, as of its date, the Ratings Free Writing Prospectus, as of its date, and the Preliminary Prospectus together with the Bloomberg screen attached as Schedule B and filed with the Commission as a “free writing prospectus” (the “Pricing Free Writing Prospectus” and, together with the Preliminary Prospectus and the Ratings Free Writing Prospectus, the “Time of Sale Information”), at : p.m., New York City time, on [ ] , 201[ ], which is the time when Contracts of Sale with respect to the Notes were first made (the “Time of Sale”), did not, as of and at the time of its initial effectiveness, and does not or Closing Time will not, as then amended or supplemented, as of each Representation Date, contain an include any 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 therein, in the light of the circumstances under which they were made, not misleading; as and the Prospectus at its date, at the date of each Representation Date, any amendment or supplement thereto and on the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, Closing Time will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect representations and warranties in this subsection shall not apply to any statement statements in or omission omissions from the Registration Statement, Time of Sale Information or the Prospectus or any Permitted Free Writing Prospectus made in reliance upon and in conformity with information concerning the Agents and furnished Underwriter Information (as defined in writing by or on behalfSection 7(a)).