This Agreement, and the other documents and agreements referred to herein or entered into concurrently herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein; provided that such other agreements and documents shall not be deemed to be a part of, a modification of or an amendment to this Agreement.  There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.  Notwithstanding any other provision in this Agreement, wherever a conflict exists between this Agreement and the Securityholders Agreement, the provisions of the Securityholders Agreement shall control, but solely to the extent of such conflict.  For the avoidance of doubt, the Preferred Unitholders acknowledge and agree that, effective as of the effectiveness of this Agreement, the Unpaid Preferred Return (as defined in the Prior Agreement) is $0.