Except (i) for proceedings of which the Purchaser or any of its Representatives is aware, or (ii) as disclosed in the Partnership’s reports filed under the Exchange Act, as of the date hereof, there are no legal or governmental proceedings pending to which any Partnership Entity is a party or to which any Property or asset of any Partnership Entity is subject that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenge the validity of this Agreement or the right of any Partnership Entity to enter into this Agreement or to consummate the transactions contemplated hereby and, to the Knowledge of the Partnership, no such proceedings are threatened by Governmental Authorities or others.