Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428) on Form S-3 with respect to the Units, including a related Basic Prospectus (as defined below), has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the 1933 Act. The Partnership will file with the Commission a Final Prospectus (as defined below) in accordance with Rule 424(b). As filed, such Final Prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus) as the Partnership has advised the Representatives, prior to the Execution Time, will be included or made therein. Copies of such Registration Statement, including any amendments thereto, each related Preliminary Prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428185946) on Form S-3 with respect to the UnitsS-3, including a related Basic Base Prospectus (as defined belowhereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Securities Act”), and the rules has been filed and regulations thereunder (the “1933 Act Rules and Regulations”) of declared effective by the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the 1933 Securities Act. The Partnership will file with the Commission a Final Prospectus (as defined belowhereinafter defined) in accordance with Rule 424(b)) under the Securities Act. As filed, such Final Prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and RegulationsSecurities Act, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Execution TimeTime of Sale, shall contain only such specific additional information and other changes (beyond that contained in the Basic Base Prospectus and any Preliminary ProspectusProspectus (as hereinafter defined)) as the Partnership has advised the Representativesyou, prior to the Execution TimeTime of Sale, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428132287) on Form S-3 with respect to the Units, including a related Basic Prospectus (as defined below), has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “CommissionSEC”) and has been filed and declared effective by the Commission SEC under the 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as defined below) in accordance with Rule 424(b). As filed, such Final Prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Partnership has advised the Representativesyou, prior to the Execution Time, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersUnderwriter. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428179981) on Form S-3 with respect to the UnitsSecurities, including a related Basic Prospectus (as defined below), has been prepared by the Partnership Issuers pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and ), has been filed and declared effective by with the Commission under the 1933 Act and is effective under the 1933 Act. The Partnership Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. The Issuers will file with the Commission a Final Prospectus (as defined below) in accordance with Rule 424(b). As filed, such Final Prospectus (i) shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent that the Representative on behalf of the Underwriters shall agree in writing to a modification, and (ii) shall be in all substantive respects in the form furnished to the Representatives Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus) as the Partnership has Issuers have advised the Representatives, Representative prior to the Execution Time, Time will be included or made therein. Copies of such Registration Statement, including any amendments thereto, each related Preliminary Prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership Issuers to the Underwriters. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428136200) on Form S-3 with respect to the Units, including a related Basic Base Prospectus (as defined below), has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “CommissionSEC”) and has been filed and declared effective by the Commission SEC under the 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as defined below) in accordance with Rule 424(b). As filed, such Final Prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Applicable Time or, to the extent not completed at the Execution Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus) as the Partnership has advised the Representativesyou, prior to the Execution Applicable Time, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersUnderwriter. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428122466) on Form S-3 S-1 with respect to the Units, including a related Basic Prospectus (preliminary prospectus, and such amendments to such registration statement as defined below)may have been required to the date of this Agreement, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “CommissionSEC”) and has been filed and declared effective by the Commission SEC under the 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership Company will file with the Commission SEC a Final Prospectus (as defined below) final prospectus in accordance with Rule 424(b). As filed, such Final Prospectus final prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any latest Preliminary Prospectus) as the Partnership Company has advised the Representativesyou, prior to the Execution Time, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersRepresentative. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428132287) on Form S-3 with respect to the Units, including a related Basic Prospectus (as defined belowhereinafter defined), has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Securities Act”), and the rules and regulations thereunder (the “1933 Securities Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the 1933 Securities Act. The Partnership will file with the Commission a Final Prospectus (as defined belowhereinafter defined) in accordance with Rule 424(b)) of the Securities Act Rules and Regulations. As filed, such Final Prospectus shall contain all information required by the 1933 Securities Act and the 1933 Securities Act Rules and Regulations, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time (as hereinafter defined) or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary ProspectusProspectus (as hereinafter defined)) as the Partnership has advised the Representativesyou, prior to the Execution Time, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Registration Statement; Prospectus. A registration statement (Registration No. 333-146428132287) on Form S-3 with respect to the Units, including a related Basic Prospectus (as defined below), has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “CommissionSEC”) and has been filed and declared effective by the Commission SEC under the 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as defined below) in accordance with Rule 424(b). As filed, such Final Prospectus shall contain all information required by the 1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Partnership has advised the Representativesyou, prior to the Execution Time, will be included or made therein. Copies of such Registration Statementregistration statement, including any amendments thereto, each related Preliminary Prospectus preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersRepresentatives. As used in this Agreement: