(x) The interactive data in eXtensible Business Reporting Language or Inline
eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in
accordance with the Commissions rules and guidelines applicable thereto.
2. Agreements to Sell and Purchase. The Partnership
hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the
Partnership the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price for the applicable series of Securities set forth in Schedule I hereto.
3. Public Offering. You have advised the Partnership that the Underwriters propose to make a public offering of the Securities purchased
by the Underwriters hereunder as soon as practicable after the execution and delivery of this Agreement.
4. Payment and Delivery.
Payment for the Securities shall be made to the Partnership in Federal or other funds immediately available in New York City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later
than the third business day thereafter may be designated in writing by you. The time and date of such payment are hereinafter referred to as the Closing Date.
Payment for the Securities shall be made against delivery to you on the Closing Date for the respective accounts of the several Underwriters
of the Securities registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to
the Underwriters duly paid.
5. Conditions to the Underwriters Obligations. The several obligations of the
Underwriters to purchase and pay for the Securities on the Closing Date are subject to the following conditions:
representations and warranties of the Partnership and the General Partner contained herein are true and correct on the date hereof, as of the Time of Sale and as of the Closing Date, and each of the Partnership and the General Partner shall have
complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review, with possible negative implications, of the rating accorded any of the debt securities of the Partnership by any nationally recognized
statistical rating organization, as such term is defined in Section 3(a)(62) of the Exchange Act.