The Partnership confirms that it has provided or has caused to be provided to the Buyers or their agents or counsel information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Partnership and its Subsidiaries, and all such material, non-public information will be publicly disclosed on the date of public announcement of the execution and delivery of this Agreement.  The Partnership understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Partnership.  All written disclosure provided to the Buyers regarding the Partnership and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Partnership or any of its Subsidiaries, taken as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  All of the written information furnished after the date hereof by or on behalf of the Partnership or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole and together with all written information previously provided to each Buyer and the SEC Documents, will be true and correct in all material respects as of the date on which such information is so provided 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 made therein, in the light of the circumstances under which they were made, not misleading.  All financial projections and forecasts that have been prepared by or on behalf of the Partnership or any of its Subsidiaries and furnished in writing to the Buyers have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Partnership’s reasonable estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results).  The Partnership acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.