Common use of No Material Misstatements or Omissions Clause in Contracts

No Material Misstatements or Omissions. As of the date it became effective 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; as of its date the Prospectus 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e) do not apply to statements or omissions in the Registration Statement, the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of At the date it respective -------------------------------------- times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto, did not, and does not and will not, as then amended or supplemented, as of each Representation Date, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus did not, and does neither the Prospectuses, nor any amendments of supplements thereto, at the time the Prospectuses or any such amendment or supplement thereto was issued and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery) did not and will not, as then amended or supplemented, as of each Representation Date, contain not include 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the . The representations and warranties set forth in this Section 2(e) do subsection shall not apply to statements in or omissions in from the Registration Statement, the Statement or U.S. Prospectus or any such amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company or the Manager in writing by or on behalf of any Manager, Forward Purchaser or Forward Seller U.S. Underwriter through the U.S. Representatives expressly for use therein, it being understood and agreed that in the only such information furnished to the Company by Registration Statement or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofU.S. Prospectus.

No Material Misstatements or Omissions. As of its date and the date it became effective hereof, the Registration Statement did not, and does not and any further amendments to the Registration Statement will not, as then amended or supplemented, as of each Representation Datewhen they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof, the Prospectus did does not, and does not and as it may be amended or supplemented at any Time of Sale, if any, 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 misleading; each the Permitted Free Writing ProspectusProspectuses, if any, identified on Schedule A hereto, as of its datethe Execution Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing ProspectusProspectus listed on Schedule A, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datethe Execution Time, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e) do not apply to statements or omissions in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of On the date it became effective Effective Date, the Registration Statement did notor will, 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; as of its date when the Prospectus did notis first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus (and does not and will notany supplements thereto) will, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in the light applicable requirements of the circumstances under which they were madeAct and the rules thereunder; on the Effective Date and at the Execution Time, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, the Registration Statement did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not 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; 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 and any settlement 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 Company makes no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Manager, Forward Purchaser Underwriter through the Representatives specifically for inclusion in the Registration Statement or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by Prospectus (or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofsupplement thereto).

No Material Misstatements or Omissions. As of the date it became its effective date, 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; as of its date the Prospectus 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e) do not apply to statements in or omissions in from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller the Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Prospectus will, comply in all material respects with the applicable requirements of the date it became effective Act and the rules and regulations thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not, and does not and will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not, and does not and (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with of the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including (but not limited to) any statements with respect to projected results of operations, estimated available cash and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any Manager, Forward Purchaser or Forward Seller expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished to by the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Underwriter consists of the information described as such in Section 7 8(b) hereof.

No Material Misstatements or Omissions. As of the its date it became effective the Registration Statement did not, and as of each Representation Date, 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; as of its date the Prospectus did does not, and as of each Representation Date, 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 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 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 ProspectusProspectus listed on Schedule A, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e) do not apply to statements or omissions in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 7(b) hereof.

No Material Misstatements or Omissions. As of the its date it became effective 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; as of its date the Prospectus did does not, and does not and will notand, as then amended or supplemented, as of each Representation DateDate will not, 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 misleading; each Permitted Free Writing Prospectus, if any, identified on Schedule A hereto, as of its date, and each Time of Sale and Settlement Date, as applicable did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto identified on Schedule A hereto, as of its date, does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e2(f) do not apply to statements in or omissions in from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of At the date it became effective Execution Time, the Registration Statement did not, and does not and will notand, as then amended or supplemented, as of each other Representation DateDate will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date date, the Prospectus did does not, and does not and will notand, as then amended or supplemented, as of each Representation DateDate will not, 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 misleading; each Permitted any Issuer Free Writing Prospectus, if any, as of its datedate and each Time of Sale and Settlement Date, as applicable, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted any Issuer Free Writing Prospectus, if any, hereto Prospectus does not conflict with the information contained in the Registration Statement, and each any such Permitted Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its datedate and each Time of Sale and Settlement Date, as applicable, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e2(g) do not apply to statements in or omissions in from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager Party expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As On each Effective Date, the Registration Statement did, and when the Prospectus is first filed 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 date it became effective Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not, and does not and (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with of the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriter for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of the Underwriter specifically for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any Manager, Forward Purchaser or Forward Seller expressly for use thereinsupplement thereto), it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller the Underwriter consists of the information described as such in Section 7 8(b) hereof.

No Material Misstatements or Omissions. As of the date it became effective Neither the Registration Statement did notnor any amendment thereto contained, and does not and contains or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus did not, and does not and will not, as then amended or supplemented, as . As of each Representation DateApplicable Time, contain neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with . Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, did not at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will not contain any include an untrue statement of a material fact or omitted, omits or will omit to state any 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 . The representations and warranties set forth in this Section 2(e) do subsection shall not apply to statements in or omissions in from the Registration StatementStatement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that therein (the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof“Manager Information”).

No Material Misstatements or Omissions. As of the date it became effective 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; as of its date the Prospectus 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e) do not apply to statements or omissions in the Registration Statement, the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As On each Effective Date, the Registration Statement did, and when the Prospectus is first filed 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 date it became effective Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not, and does not and (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with of the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Managerof the Underwriters specifically for inclusion in the Registration Statement, Forward Purchaser the Preliminary Prospectus or Forward Seller expressly for use thereinthe Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Underwriter consists of the information described as such in Section 7 9(c) hereof.

No Material Misstatements or Omissions. As On each Effective Date, the Registration Statement did, and when the Prospectus is first filed 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 date it became effective Act and the Exchange Act; on the Effective Date and at the Execution Time, the Registration Statement did not, not and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of its date any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not, and does not and (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with of the information contained statements made by the Partnership in the Registration StatementStatement and in any Preliminary Prospectus provided to the Underwriters for use in connection with the public offering of the Units, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with to be made in the Prospectus as and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of its dateRule 175(b), did including but not limited to any statements therein with respect to projected results of operations, estimated available cash and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light future cash distributions of the circumstances under which they were madePartnership, not misleadingwas made or will be made with a reasonable basis and in good faith; provided, however, that the Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any ManagerUnderwriter specifically for inclusion in the Registration Statement, Forward Purchaser the Preliminary Prospectus or Forward Seller expressly for use thereinthe Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Underwriter consists of the information described as such in Section 7 9(c) hereof.

No Material Misstatements or Omissions. As of the date it became effective Neither the Registration Statement did notnor any amendment thereto contained, and does not and contains or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus did not, and does not and will not, as then amended or supplemented, as . As of each Representation DateApplicable Time, contain neither (A) the General Disclosure Package nor (B) any Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with . Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, did not at the time of any filing with the Commission pursuant to Rule 424(b) and at each Settlement Date, included, includes or will not contain any include an untrue statement of a material fact or omitted, omits or will omit to state any 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 . The representations and warranties set forth in this Section 2(e) do subsection shall not apply to statements in or omissions in from the Registration StatementStatement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller Manager expressly for use therein, it being understood and agreed that therein (the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof“Manager Information”).

No Material Misstatements or Omissions. As On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on any Settlement Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder; the Registration Statement, as of the date it became hereof and each effective the Registration Statement date with respect thereto, did not, and does not and will not, as then amended or supplemented, as of each Representation Date, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any. Neither the Prospectus nor any amendments or supplements thereto, as of its datetheir respective dates, did not and at each Applicable Time and Settlement Date, as the case may be, included or will include any an untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, Statement or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller the Manager expressly for use thereininclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller the Manager consists of the information described as such in Section 7 7(b) hereof.

No Material Misstatements or Omissions. As The Preliminary Prospectus dated June 23, 2004, at the date of the date it became effective filing thereof with the Registration Statement Commission, conformed in all material respects to the requirements of the Securities Act and the rules thereunder and 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; as of its date the Prospectus 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 necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing . The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus, if any, hereto does not conflict . The Registration Statement in the form in which it became 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 with the information contained Commission under Rule 424(b) under the Securities Act and on each Delivery Date (as defined herein) complied or will comply in all material respects with the provisions of the Securities Act; the Registration Statement in the Registration Statementform in which it became effective and also in such form as it may be when a post-effective amendment thereto shall become effective, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with at the Prospectus as of its datedate hereof, did not and 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; and, on the date of any filing pursuant to Rule 424(b) and on each Delivery Date, the Prospectus (together with any supplement thereto) did not and 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 Partnership Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, Statement or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company any Partnership Party by or on behalf of the Underwriters specifically for inclusion in the Registration Statement or the Prospectus (or any Manager, Forward Purchaser or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofsupplement thereto).

No Material Misstatements or Omissions. As of the date it became effective Effective Time, the Registration Statement did not, and does not and any further amendments to the Registration Statement will not, as then amended or supplemented, as of each Representation Datewhen they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date and the date hereof; as of its date and the date hereof, the Prospectus did does not, and does not as it may be amended or supplemented on the Closing Date and the Option Closing Date, if any, 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 misleading; each Permitted the Pricing Prospectus, together with the information included in Schedule II(a) hereto and the Issuer Free Writing ProspectusProspectuses, if any, identified on Schedule II(b) hereto (collectively, the “Disclosure Package”), as of its datethe Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Issuer Free Writing ProspectusProspectus listed on Schedule II(b), if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Issuer Free Writing Prospectus, as supplemented by and taken together with the Prospectus Disclosure Package as of its datethe Applicable Time, did not and will not contain include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 2(e1(e) do not apply to statements or omissions in the Registration Statement, the Prospectus, the Pricing Prospectus or any Issuer Free Writing Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Manager, Forward Purchaser or Forward Seller Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller Underwriter consists of the information described as such in Section 7 13 hereof.

No Material Misstatements or Omissions. As of On the date it became effective Effective Date, the Registration Statement did notor will, and does 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 hereunder, if such date is not the Closing Date (an "OPTION CLOSING DATE"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date and, on the Prospectus did Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and does not on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with the information contained in the Registration Statement, misleading and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, in the light of the circumstances under which they were made, not misleading; provided, however, that the Teekay Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, Statement or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager, Forward Purchaser Underwriter through the Representatives specifically for inclusion in the Registration Statement or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by Prospectus (or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofsupplement thereto).

No Material Misstatements or Omissions. As of The Preliminary Memorandum, at the date it became effective the Registration Statement thereof, did not, and does not and will not, as then amended or supplemented, as of each Representation Date, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of its date the Prospectus 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 any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus. At the Execution Time and on the Closing Date, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, Final Memorandum did not and will not (and any amendment or supplement thereto at the date thereof and at the Closing Date will not) contain any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth Company makes no representation or warranty as to information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration StatementPreliminary Memorandum or the Final Memorandum, the Prospectus or any such amendment or supplement thereto thereto, in reliance upon upon, and in conformity with with, written information furnished to the Company by or on behalf of any Managerthe Initial Purchasers, Forward Purchaser specifically for inclusion therein. The documents incorporated or Forward Seller expressly for use deemed to be incorporated by reference in the Preliminary Memorandum or the Final Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Exchange Act, and when read together with the other information in the Final Memorandum, at the time the Final Memorandum was issued and at the Closing Date, do not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, it being understood and agreed that in the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists light of the information described as such in Section 7 hereofcircumstances under which they were made, not misleading.

No Material Misstatements or Omissions. As of On the date it became effective Effective Date, the Registration Statement did notor will, and does 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 hereunder, if such date is not the Closing Date (an "OPTION CLOSING DATE"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not, as then amended or supplemented, as of each Representation Date, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of its date and, on the Prospectus did Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and does not on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) 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 misleading; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any 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, if any, hereto does not conflict with the information contained in the Registration Statement, misleading and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, in the light of the circumstances under which they were made, not misleading; provided, however, that the Teekay Parties make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, Statement or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager, Forward Purchaser Underwriter specifically for inclusion in the Registration Statement or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by Prospectus (or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofsupplement thereto).

No Material Misstatements or Omissions. As of On the date it became effective Effective Date, the Registration Statement did notor will, 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; as of its date when the Prospectus did notis 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”), the Prospectus (and does not and will notany supplements thereto) will, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in the light applicable requirements of the circumstances under which they were madeAct and the rules thereunder; on the Effective Date and at the Execution Time, not misleading; each Permitted Free Writing Prospectus, if any, as of its date, the Registration Statement did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not 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; 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 and any settlement 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 Shipping Entities make no representations and or warranties set forth as to the information contained in this Section 2(e) do not apply to statements or omissions in omitted from the Registration Statement, or the Prospectus (or any such amendment or supplement thereto thereto) in reliance upon and in conformity with written information furnished in writing to the Company Partnership by or on behalf of any Manager, Forward Purchaser Underwriter through the Representatives specifically for inclusion in the Registration Statement or Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished to the Company by Prospectus (or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereofsupplement thereto).

No Material Misstatements or Omissions. As (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act, (ii) each part of the date it Registration Statement, when such part became effective the Registration Statement effective, did notnot contain and, and does not and each such part as amended or supplemented, if applicable, will not, as then amended of the date of such amendment or supplemented, as of each Representation Datesupplement, contain an 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; , (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus, at the time it becomes effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the 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 and (vi) as of its date and as of each Settlement Date, the Prospectus did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(e) paragraph do not apply to statements or omissions in the Registration Statement, Statement or the Prospectus or any such amendment or supplement thereto in reliance based upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of any Manager, Forward Purchaser or Forward Seller such Agent through you expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As of the date (i) The Registration Statement, when it became effective the Registration Statement effective, did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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; as of its date (ii) the Registration Statement and the Prospectus did comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; (iii) the Time of Sale Prospectus does not, and does at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and will notat the applicable Delivery Date (as hereinafter defined), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Company, as of each Representation Dateif applicable, will not, contain an 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; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) each Permitted Free Writing Prospectusbroadly available road show, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken when considered together with the Prospectus as Time of its dateSale Prospectus, did not and will does not contain any untrue statement of a material fact or omit to state any 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(v) the Prospectus does not contain and, howeveras amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(e) paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company in writing by or on behalf of any Manager, Forward Purchaser or Forward Seller such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.only

No Material Misstatements or Omissions. As of the date (A) The Registration Statement, when it became effective the Registration Statement effective, did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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; , (B) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of its the date of such amendment or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (C) the Time of Sale Prospectus did does not, and does 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 will notat the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplementedsupplemented by the Partnership, as of each Representation Dateif applicable, will not, contain an 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; , (D) each Permitted Free Writing Prospectusbroadly available road show, if any, as when considered together with the Time of its dateSale Prospectus, did does not include contain any untrue statement of a material fact or omit to state any 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, (E) the Prospectus does not contain and, as amended or supplemented, if anyapplicable, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any 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(F) each free writing prospectus that the Partnership is required to file pursuant to Rule 433(d) under the Securities Act does not conflict with the information contained in 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 Section 2(e) paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any such amendment or supplement thereto in reliance upon and in conformity with written information Underwriter furnished to the Company Partnership in writing by or on behalf of any Manager, Forward Purchaser or Forward Seller such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.

No Material Misstatements or Omissions. As (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act, (ii) each part of the date it Registration Statement, when such part became effective the Registration Statement effective, did notnot contain and, and does not and each such part as amended or supplemented, if applicable, will not, as then amended of the date of such amendment or supplemented, as of each Representation Datesupplement, contain an 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; , (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus, at the time it became effective or as of its date, as applicable, and as of each Settlement Date (as defined in Section 2(a)(vii) below), comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, (v) each broadly available road show (as defined in Rule 433 under the Securities Act), if any, when considered together with the 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 and (vi) as of its date and as of each Settlement Date, the Prospectus did not, and does not and will notcontain and, as then amended or supplemented, as of each Representation Dateif applicable, will not contain an 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; each Permitted Free Writing Prospectus, if any, as of its date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, hereto does not conflict with the information contained in the Registration Statement, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of its date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations and warranties set forth in this Section 2(e) paragraph do not apply to statements or omissions in the Registration Statement, Statement or the Prospectus or any such amendment or supplement thereto in reliance based upon and in conformity with written information relating to the Agent furnished to the Company in writing by or on behalf of any Manager, Forward Purchaser or Forward Seller such Agent through you expressly for use therein, it being understood and agreed that the only such information furnished to the Company by or on behalf of any Manager, Forward Purchaser or Forward Seller consists of the information described as such in Section 7 hereof.