Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus (and any supplement thereto) is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") rules and the respective rules regulations thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or and will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Company in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Company and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions,” was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Company Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Company by or on behalf of any Underwriter through the Lead Underwriters Representatives specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by any Underwriter consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, The Partnership has prepared each of the Registration Statement, as amended, did or willany Rule 462 Registration Statement and will prepare any post-effective amendment thereto, and when the Prospectus is first and any amendments or supplements thereto. The Registration Statement (including any Rule 462 Registration Statement), in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus, and any supplement or amendment thereto when filed (if required) in accordance with the Commission under Rule 424(b) and on under the Closing DateAct, the Prospectus (and any supplements thereto) will, will comply as to form in all material respects with the applicable requirements provisions of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not at any such times 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any an 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, in the light of the circumstances under which they were made, therein not misleading; provided, however, except that the Current Issuer makes no representations or warranties as this representation and warranty does not apply to the information contained statements in or omitted omissions from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of any Underwriter through you expressly for use therein. Commencing with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Partnership’s filings with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), which information is described when they were filed with the Commission, conformed in Clause 13.2;all material respects to the requirements of the Exchange Act and the rules and regulations thereunder, and none of such filings contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at such time.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ however, that the Current Issuer NRPLC makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer NRPLC by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, The Partnership has prepared each of the Registration Statement, as amended, did or willany Rule 462 Registration Statement and will prepare any post-effective amendment thereto, and when the Prospectus is first and any amendments or supplements thereto. The Registration Statement (including any Rule 462 Registration Statement), in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus, and any supplement or amendment thereto when filed (if required) in accordance with the Commission under Rule 424(b) and on under the Closing DateAct, the Prospectus (and any supplements thereto) will, will comply as to form in all material respects with the applicable requirements provisions of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not at any such times 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any an 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, in the light of the circumstances under which they were made, therein not misleading; provided, however, except that the Current Issuer makes no representations or warranties as this representation and warranty does not apply to the information contained statements in or omitted omissions from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of any Underwriter through you expressly for use therein. Commencing with the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Partnership's filings with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), which information is described when they were filed with the Commission, conformed in Clause 13.2;all material respects to the requirements of the Exchange Act and the rules and regulations thereunder, and none of such filings contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at such time.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") ), and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the (i) The Registration Statement, as amendedwhen it became effective, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934not contain and, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939or supplemented, if applicable, will not contain, as amended (of the "Trust Indenture Act") and the respective rules thereunder; on the Effective Firm Closing Date and at the date of this Agreementeach Option Date, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , (ii) the Registration Statement, as of the time that it became effective, complied and the Prospectus, when it is first filed with the Commission pursuant to Rule 424(b) under the Securities Act, on the Effective Firm Closing Date and on the Closing Date the Current Issuer Trust Deed did or each Option Date, will comply in all material respects with the applicable requirements of the Trust Indenture Securities Act and the applicable rules and regulations of the Commission thereunder; , (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Firm Closing Date and on the Effective each Option Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if not filed pursuant to Rule 424(b)applicable, will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include 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; provided, however(iv) as of the Applicable Time, 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 (v) on the date of the Prospectus and any amendment or supplement thereto and on the Firm Closing Date and on any Option Date, as the case may be, the Prospectus 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 Current Issuer makes no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus (or based upon information relating to any statement thereto) Underwriter furnished to the Company in reliance upon writing by such Underwriter through you expressly for use therein, it being understood and in conformity with agreed that the only such information furnished in writing to the Current Issuer by or on behalf of any Underwriter through consists of the Lead Underwriters specifically for inclusion information described as such in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;Section 11(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Current Issuer Mortgages Trustee makes no any representations -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer them by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date Date, the Current Sixth Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither Funding nor the Current Issuer Mortgages Trustee makes no any representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer them by or on behalf of any Underwriter through the Lead Underwriters Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the each Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will and does 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, estimated available cash and future cash distributions of the Partnership, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through of the Lead Underwriters specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by or on behalf of any Underwriter consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, the (A) The Registration Statement, as amendedwhen it became effective, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934not contain and, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939or supplemented, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreementif applicable, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on , (B) the Effective Date Registration Statement and on the Closing Date Prospectus comply and, as amended or supplemented, if applicable, will, as of the Current Issuer Trust Deed did date of such amendment or will supplement, comply in all material respects with the applicable requirements of the Trust Indenture Securities Act and the applicable rules and regulations of the Commission thereunder; , (C) the Time of Sale Prospectus does not, and on at the Effective Datetime of each sale of the Units 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 by the Partnership, if not filed pursuant to Rule 424(b)applicable, will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include 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; provided, however(D) 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) the Prospectus as of its date does not contain and, as amended or supplemented, if applicable, and as of the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (F) each free writing prospectus that the Current Issuer makes no representations or warranties as Partnership is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus, as supplemented by and taken together with the Time of Sale 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) each Section 5(d) Writing listed on Schedule II(b) hereto 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus (or based upon information relating to any statement thereto) in reliance upon and in conformity with information Underwriter furnished to the Partnership in writing to the Current Issuer by or on behalf of any such Underwriter through the Lead Underwriters specifically you expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;use therein.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture ActTRUST INDENTURE ACT") ), and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Sixth Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Sixth Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Sixth Issuer by or on behalf of any Underwriter through the Lead Underwriters Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the Effective Firm Closing Date and each Option Date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement, as amendedof the time that it became effective, did or willcomplied and the Prospectus, and when the Prospectus it is first filed (if required) in accordance with the Commission pursuant to Rule 424(b) under the Securities Act, on the Firm Closing Date and on the Closing each Option Date, the Prospectus (and any supplements thereto) will, will comply in all material respects with the Securities Act and the applicable requirements rules and regulations of the Securities ActCommission thereunder, (iii) the U.S. Securities Exchange Act Time of 1934Sale Prospectus does not, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date time of this Agreementeach sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Firm Closing Date and on each Option Date, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did Time of Sale Prospectus, as then amended or supplemented by the Company, 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 or will misleading, (iv) as of the Applicable Time, 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 any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on therein, in the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements light of the Trust Indenture Act circumstances under which they were made, not misleading and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and (v) on the date of the Prospectus and any filing pursuant to Rule 424(b) amendment or supplement thereto and on the Firm Closing Date and on any Option Date, as the case may be, the Prospectus (together with any supplement thereto) will not, include 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; providedeach of the statements made by the Company in the Registration Statement and in the Time of Sale Prospectus, howeverand to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Company, and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions” or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith; except that the Current Issuer makes no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus (or based upon information relating to any statement thereto) Underwriter furnished to the Company in reliance upon writing by such Underwriter through you expressly for use therein, it being understood and in conformity with agreed that the only such information furnished in writing to the Current Issuer by or on behalf of any Underwriter through consists of the Lead Underwriters specifically for inclusion information described as such in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;Section 11(b) hereof.

No Material Misstatements or Omissions. On the each Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”, and the Closing Date and any settlement date are sometimes each referred to as a “Delivery Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will and does 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters Representatives specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the each Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”, and the Closing Date and any settlement date are sometimes each referred to as a “Delivery Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will and does 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Partnership in the Registration Statement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including but not limited to any statements therein with respect to projected results of operations, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Partnership Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any the Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by or on behalf of the Underwriter consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On The Registration Statement complied when it became effective, complies as of the Effective Date, the Registration Statementdate hereof and, as amendedamended or supplemented, did or willat each deemed effective date with respect to the Managers pursuant to Rule 430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section 3(a)(vi) hereof), and when at all times during which a prospectus is required by the Prospectus is first filed Act to be delivered (if requiredwhether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in accordance connection with Rule 424(b) and on the Closing Dateany sale of Units, the Prospectus (and any supplements thereto) willwill comply, comply in all material respects respects, with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not and will not, at or will not during such times, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Base Prospectus complied or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the Effective date hereof) and, as of the time of each sale of Units pursuant to this Agreement (each, a “Time of Sale”), at each Settlement Date and on at all times during the Closing Date period that a prospectus is required by the Current Issuer Trust Deed Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Act; at no time during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, did or will comply the Base Prospectus, as then amended or supplemented, 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; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, 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; each Permitted Free Writing Prospectus will comply, as of its date, as of each Time of Sale and Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects with the applicable requirements of the Trust Indenture Act; at no time during the period that a prospectus is required by the Act and the rules thereunder; and on the Effective Dateto be delivered (whether physically, the Prospectus, if not filed deemed to be delivered pursuant to Rule 424(b), will not, and on 153 or through compliance with Rule 172 under the date Act or any similar rule) in connection with any sale of any filing pursuant to Rule 424(b) and on Units did or will such Permitted Free Writing Prospectus include any information that conflicted or will conflict with any information contained in the Closing DateRegistration Statement, the Prospectus (together with or any supplement thereto) will not, Incorporated Document or include any 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 Current Issuer makes Partnership Parties make no representations representation or warranties as warranty with respect to the information any statement contained in or omitted from the Registration Statement, or the Base Prospectus, the Prospectus (or any statement thereto) Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Manager and furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically Manager expressly for inclusion use in the Registration Statement or Statement, the Base Prospectus, the Prospectus or such Permitted Free Writing Prospectus, as the case may be; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not 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. For all purposes of this Agreement (including, without limitation, the provisions of this paragraph and of Section 7 of this Agreement), the Partnership Parties and the Managers agree that the only information furnished or to be furnished by or on behalf of any Manager expressly for use in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus or any amendment or supplement thereto)to any of the foregoing is (1) the names of the Managers and (2) the statement that the Managers will not engage in any transactions that stabilize the Common Units appearing in the last sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement dated November 12, which information is described in Clause 13.2;2014.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Prospectus (and any supplement thereto) is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") rules and the respective rules regulations thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or and will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing DateDate and any settlement date, the Prospectus (together with any supplement thereto) will not, not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the statements made by the Company in the Registration Statement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b), including (but not limited to) any statements with respect to projected results of operations, estimated available cash and future cash distributions of the Company and any statements made in support thereof or related thereto under the heading “Our Cash Distribution Policy and Restrictions on Distributions”, was made or will be made with a reasonable basis and in good faith; provided, however, that the Current Issuer makes Company Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Company by or on behalf of any Underwriter through the Lead Underwriters Representatives specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto), which it being understood and agreed that the only such information is furnished by any Underwriter consists of the information described as such in Clause 13.2;Section 8(b) hereof.

No Material Misstatements or Omissions. On the Effective Date, (1) Each of the Registration StatementStatement and any post-effective amendment thereto, as amendedat the time of its effectiveness, did or willeach deemed effective date with respect to the Underwriters pursuant to Rule 430B of the Rules and Regulations, at the Applicable Time, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), the Prospectus (complied and any supplements thereto) will, will comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (Rules and Regulations and the "Exchange Act") , and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on (2) neither the Effective Date and on Prospectus nor any amendment or supplement thereto, as of its date, at the Closing Date the Current Issuer Trust Deed did or will comply in all material respects time of any filing with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed Commission pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), the Prospectus (together with any supplement thereto) included, includes or will not, include any an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that (3) the Current Issuer makes no representations documents incorporated or warranties as deemed to the information contained be incorporated by reference in or omitted from the Registration Statement, the Pricing Disclosure Package (as defined herein) and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not and will not include 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; and (4) each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time and at the Closing Date (and, if any Option Shares are purchased, at each Option Closing Date), complied and will comply in all material respects with the requirements of the Rules and Regulations and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copied thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T; provided that the representations and warranties in clauses (1), (2) and (3) above shall not apply to statements in or omissions from any Registration Statement, Prospectus or documents incorporated or deemed to be incorporated in the Registration Statement, the Pricing Disclosure Package or the Prospectus (or any statement thereto) made in reliance upon and in conformity with information furnished to the Company in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically Representatives expressly for inclusion use therein, it being understood and agreed that the only such information provided by any Underwriter is that described as such in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2Section 9(b) hereof;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture ActTRUST INDENTURE ACT") and the respective rules thereunder; , on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer NRPLC makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer NRPLC by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the The Registration Statement, as amendedon the date that it became effective, did or willand each Preliminary Prospectus, at the time of filing thereof, did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on at the Closing Datetime of purchase and the additional time of purchase, as the case may be, the Final Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "Exchange Act") and ); the U.S. Trust Indenture Act of 1939Registration Statement, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date date that it became effective, and as supplemented or amended, at the date of time this AgreementAgreement is executed, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements date of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed filing pursuant to Rule 424(b), will the Preliminary Prospectus did not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on at the Closing Datetime of purchase and the additional time of purchase, as the case may be, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer Partnership makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus (or any supplement thereto), which information is described in Clause 13.2;.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture ActTRUST INDENTURE ACT") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedPROVIDED, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or willStatement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing DateDate and on any Option Closing Date (as such terms are defined in Section 4), the Final Prospectus (and any supplements supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act, Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or and will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and on any Option Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes NRP Parties make no representations or warranties as to the information contained in or omitted from the Registration Statement, Statement or the Final Prospectus (or any statement supplement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). Each of the statements made by the Partnership in such documents within the coverage of Rule 175(b) of the rules and regulations under the Act, which information including (but not limited to) any statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the Commission, when they were filed, conformed in all material respects to the requirements of the Exchange Act and did not, as of the time each such document was filed, 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. Any further Incorporated Documents so filed will, when they are filed, conform in all material respects to the requirements of the Exchange Act and will not, as of the time each such document is described in Clause 13.2;filed, 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.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture ActTRUST INDENTURE ACT") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;_______________________________________________________________________________

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") ), and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Issuer makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, ICM:666130.2 however, that the Current Issuer NRPLC makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Issuer NRPLC by or on behalf of any Underwriter through the Lead Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;

No Material Misstatements or Omissions. On the Effective DateAs of its date, the Registration Statement, as amended, did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date and at the date of this Agreement, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not, and does not and 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; each of the statements made by the Partnership in the Registration Statement and any further amendments to the Registration Statement within the coverage of Rule 175(b) of the Securities Act was made with a reasonable basis and in good faith; as of its date, the Prospectus does not, and does not and 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not contain misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, did not include 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 therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus listed on the Effective Date and on the Closing Date the Current Issuer Trust Deed did or will comply in all material respects Schedule A, if any, hereto does not conflict with the applicable requirements of information contained in the Trust Indenture Act Registration Statement, and the rules thereunder; and on the Effective Date, the each such Permitted Free Writing Prospectus, if not filed pursuant to Rule 424(b), will not, as supplemented by and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, taken together with the Prospectus (together with any supplement thereto) as of its date, did not and will not, not include any untrue statement of a material fact or omit to state a any 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 Current Issuer makes no representations and warranties set forth in this Section 2(e) do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement, or the Prospectus (or any statement thereto) Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished in writing to the Current Issuer Partnership by or on behalf of any Underwriter through the Lead Underwriters specifically Manager expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;use therein.

No Material Misstatements or Omissions. On the Effective Date, the Registration Statement, as amended, Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") ), and the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture ActTRUST INDENTURE ACT") ), and the respective rules thereunder; on the Effective Date and at the date of this AgreementExecution Time, ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ the Registration Statement did not or will 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; on the Effective Date and on the Closing Date the Current Seventh Issuer Trust Deed did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Current Seventh Issuer makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Note Trustee or (ii) the information contained in or omitted from the Registration Statement, Statement or the Prospectus (or any statement thereto) in reliance upon and in conformity with information furnished in writing to the Current Seventh Issuer by or on behalf of any Underwriter through the Lead Underwriters Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), which information is described in Clause 13.2;