Common use of Representations of the Initial Purchasers Clause in Contracts

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00% of the principal amount thereof, plus accrued interest, if any, from December 28, 2016. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersMemorial Parties, on the basis of the representations, warranties and agreements of the Issuers and the GuarantorsMemorial Parties, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will solicit offers to buy the Securities only from, and will offer to sell the Securities only to to, the Eligible Purchasers, and in the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of offer or sell the Securities, nor has it offered or sold the Securities by, or otherwise engaged in, any form of General Solicitation. The Initial Purchasers have advised the Issuers that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.0098.485% of the principal amount thereof, plus accrued interest, if any, from December 28July 17, 20162014. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will solicit offers to buy the Securities only from, and will offer to sell the Securities only to to, the Eligible PurchasersPurchasers in accordance with this Agreement and the terms contemplated by the General Disclosure Package; and (iii) will not offer or sell the Securities, nor has it offered or sold the Securities by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.0098.096% of the principal amount thereof, plus accrued interest, if any, from December 28, 2016the Closing Date. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIBQIB and an institutional accredited investor within the meaning of Rule 501(a) under the Securities Act; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising within the meaning of Regulation D under the 1933 Act and (iv) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00100.000% of the principal amount thereof, plus accrued interest, if any, from December 28April 20, 20162021. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance. SECTION 3.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will solicit offers to buy the Securities only from, and will offer to sell the Securities only to to, the Eligible Purchasers; and (iii) will not offer or sell the Securities, nor has it offered or sold the Securities by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.00100% of the principal amount thereof, plus accrued interest, if any, from December 28April 10, 20162015. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers MRD Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersMRD Parties, on the basis of the representations, warranties and agreements of the Issuers and the GuarantorsMRD Parties, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to to, the Eligible Purchasers, and in the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of sell the Securities, nor has it sold the Securities by any form of General Solicitation other than a General Solicitation that has been consented to by the Company in writing. The Initial Purchasers have advised the Issuers Company that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.00100.000% of the principal amount thereof, plus accrued interest, if any, from December 28July 10, 20162014. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers MRD Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities MRD Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersMemorial Parties, on the basis of the representations, warranties and agreements of the Issuers and the GuarantorsMemorial Parties, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will solicit offers to buy the Securities only from, and will offer to sell the Securities only to to, the Eligible Purchasers, and in the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof; and (iii) will not offer or sell the Securities, nor has it offered or sold the Securities by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.0098.521% of the principal amount thereof, plus accrued interest, if any, from December 28April 17, 20162013. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIBQIB and an institutional accredited investor within the meaning of Rule 501(a) under the Securities Act; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising within the meaning of Regulation D under the 1933 Act and (iv) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00100% of the principal amount thereof, plus accrued interest, if any, from December 28September 17, 20162019. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00102.375% of the principal amount thereof, plus accrued interest, if anyand unpaid interest thereon, from December 2815, 20162017 to the Closing Date. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersMemorial Parties, on the basis of the representations, warranties and agreements of the Issuers and the GuarantorsMemorial Parties, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to to, the Eligible Purchasers, and in the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof; and (iii) will not engage in sell the Securities, nor has it sold the Securities by any directed selling efforts within form of General Solicitation, without the meaning of Rule 902 under the 1933 Act, in connection with the offering prior written consent of the SecuritiesPartnership. The Initial Purchasers have advised the Issuers that they will resell offer the Securities to Eligible Purchasers at a price initially equal to 100.0097.000% of the principal amount thereof, plus accrued interest, if any, from December 28April 17, 20162013. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, Purchaser severally and not jointly, hereby represents and warrants to the Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby jointly represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the Guarantors, Company that such Initial Purchaser: (i) it is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; Qualified Institutional Buyer and (iii) will not engage in any directed selling efforts an “accredited investor” within the meaning of Rule 902 501(a) under the 1933 Securities Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00% of the principal amount thereof, plus accrued interest, if any, from December 28, 2016. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers Purchaser understands that the Issuers andoffered Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, for purposes or in a transaction not subject to, the registration requirements of the opinions Securities Act. Each Initial Purchaser severally represents and agrees that it has not offered or sold, and will not offer or sell, any offered Securities constituting part of its allotment except to persons whom it reasonably believes to be delivered Qualified Institutional Buyers in transactions pursuant to Rule 144A under the Securities Act or in transactions that are otherwise exempt from the registration requirements of the Securities Act. Accordingly, neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates (as such term is defined in Rule 501(b) under the Securities Act to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or Affiliate, as the case may be, in the United States that the Securities (A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Initial Purchasers Company, (2) pursuant to this Agreementa registration statement that has become effective under the Securities Act, counsel (3) to a person whom the Partnership Entities and counsel seller reasonably believes to be a Qualified Institutional Buyer in compliance with Rule 144A under the Initial Purchasers, will rely upon Securities Act or (4) pursuant to any other available exemption from the accuracy and truth registration requirements of the foregoing representationsSecurities Act (including, warranties and agreementsif available, and the Initial Purchasers hereby consent to such relianceexemption provided by Rule 144 under the Securities Act).

Representations of the Initial Purchasers. Each of the Initial Purchasers, Purchaser severally and not jointly, hereby represents and warrants to the Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby jointly represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the Guarantors, Company that such Initial Purchaser: (i) it is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; Qualified Institutional Buyer and (iii) will not engage in any directed selling efforts an “accredited investor” within the meaning of Rule 902 501(a) under the 1933 Securities Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00% of the principal amount thereof, plus accrued interest, if any, from December 28, 2016. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers Purchaser understands that the Issuers andoffered Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, for purposes or in a transaction not subject to, the registration requirements of the opinions Securities Act. Each Initial Purchaser severally represents and agrees that it has not offered or sold, and will not offer or sell, any offered Securities constituting part of its allotment within the United States except in accordance with Rule 144A or another applicable exemption from the registration requirements of the Securities Act. Accordingly, neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates (as such term is defined in Rule 501(b) under the Securities Act to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or Affiliate, as the case may be, in the United States that the Securities (A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) pursuant to a registration statement that has become effective under the Securities Act, (3) to a person whom the seller reasonably believes to be delivered to a Qualified Institutional Buyer in compliance with Rule 144A under the Initial Purchasers Securities Act or (4) pursuant to this Agreement, counsel to any other available exemption from the Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth registration requirements of the foregoing representationsSecurities Act (including, warranties and agreementsif available, and the Initial Purchasers hereby consent to such relianceexemption provided by Rule 144 under the Securities Act).

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers Company and the Guarantors that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the GuarantorsCompany, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 ActAct or general solicitation or general advertising within the meaning of Regulation D, in each case, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00% of the principal amount thereof, plus accrued interest, if any, from December 28September 27, 20162021. Such Consistent with the disclosure under the caption “Plan of Distribution” in the Offering Memorandum, such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell the Securities to Eligible Purchasers at a price initially equal to 100.00100.000% of the principal amount thereof, plus accrued interest, if any, from December 28April 12, 20162022. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in Agreement, the General Disclosure Package as soon as advisable in and the judgment of the Initial PurchasersOffering Memorandum. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) will not offer or resell the Securities by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D); (iii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iiiiv) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell resale the Securities to Eligible Purchasers at a price initially equal to 100.0099.526% of the principal amount thereof, plus accrued interest, if any, from December 281, 20162023. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel counsels to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, jointly hereby represents and warrants to the Issuers Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial PurchasersPackage. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the IssuersCompany, on the basis of the representations, warranties and agreements of the Issuers Company and the Guarantors, that such Initial Purchaser: (i) is a QIBQIB and an institutional accredited investor within the meaning of Rule 501(a) under the Securities Act; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising within the meaning of Regulation D under the 1933 Act and (iv) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers Company that they will resell resale the Securities to Eligible Purchasers at a price initially equal to 100.00100% of the principal amount thereof, plus accrued interest, if any, from December 28February 12, 20162018. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.