Common use of Use of Form S-3 Clause in Contracts

Use of Form S-3. The Partnership meets the requirements for use of Form S-3 under the Securities Act. As of the Effective Date and the date of this Agreement, the Partnership met, and as of the applicable Closing Date (as defined below), the Partnership will meet, the requirements of Form S-3 pursuant to the standards for that form prior to October 21, 1992. Without limiting the generality of the foregoing, as of such dates, the Partnership has been or will be timely in meeting its reporting obligations under the Exchange Act during the immediately preceding 12 months and has or will have an aggregate market capitalization held by non-affiliates of greater than $150 million. The Partnership is not an “ineligible issuer” in connection with the offering of the Units pursuant to Rules 164, 405 and 433 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose have been instituted or are pending before or, to the knowledge of the Partnership, threatened by the Commission. The Partnership has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

Use of Form S-3. The Partnership meets the requirements for use of Form S-3 under the Securities Act. As of the Effective Date and the date of this Agreement, the Partnership met, and as of the applicable Closing Date (as defined below), the Partnership will meet, the requirements of Form S-3 pursuant to the standards for that form prior to October 21, 1992. Without limiting the generality of the foregoing, as of such dates, the Partnership has been or will be timely in meeting its reporting obligations under the Exchange Act during the immediately preceding 12 months and has or will have an aggregate market capitalization held by non-affiliates of greater than $150 million. The Partnership is not an “ineligible issuer” in connection with the offering of the Units pursuant to Rules 164, 405 and 433 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose have been instituted or are pending before or, to the knowledge of the Partnership, threatened by the Commission. The Partnership has complied complied, to the Commission’s satisfaction satisfaction, with all requests of the Commission for additional or supplemental information.

Use of Form S-3. The Partnership meets the requirements for use of Form S-3 under the Securities Act. As of the Effective Date and the date of this Agreement, the Partnership met, and as of the applicable Closing Date (as defined below)Date, the Partnership will meet, the requirements of Form S-3 pursuant to the standards for that form prior to October 21, 1992. Without limiting the generality of the foregoing, as of such dates, the Partnership has been or will be timely in meeting its reporting obligations under the Exchange Act during the immediately preceding 12 months and has or will have an aggregate market capitalization held by non-affiliates of greater than $150 million. The Partnership is not an “ineligible issuer” in connection with the offering of the Units pursuant to Rules 164, 405 and 433 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose have been instituted or are pending before or, to the knowledge of the Partnership, threatened by the Commission. The Partnership has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.