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 IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING AND TO TAKE SUCH OTHER REASONABLE ACTION AS IS NECESSARY TO REMOVE A
STOP ORDER, SUSPENSION, THREAT THEREOF OR PROCEEDINGS RELATED THERETO;
(F)
UPON REQUEST AND SUBJECT TO APPROPRIATE
CONFIDENTIALITY OBLIGATIONS, FURNISH TO EACH SELLING HOLDER COPIES OF ANY AND
ALL TRANSMITTAL LETTERS OR OTHER CORRESPONDENCE WITH THE COMMISSION OR ANY OTHER
GOVERNMENTAL AGENCY OR SELF-REGULATORY BODY OR OTHER BODY HAVING JURISDICTION
(INCLUDING ANY DOMESTIC OR FOREIGN SECURITIES EXCHANGE) RELATING TO SUCH
OFFERING OF REGISTRABLE SECURITIES;
(G)
IN THE CASE OF AN UNDERWRITTEN OFFERING IN
WHICH A SELLING HOLDER IS SELLING PURCHASED UNITS, FURNISH UPON REQUEST OF SUCH
SELLING HOLDER, (I) AN OPINION OF COUNSEL FOR THE PARTNERSHIP DATED THE DATE OF
THE CLOSING UNDER THE UNDERWRITING AGREEMENT, AND (II) A "COMFORT" LETTER, DATED
THE EFFECTIVE DATE OF THE APPLICABLE REGISTRATION STATEMENT OR THE DATE OF ANY
AMENDMENT OR SUPPLEMENT THERETO AND A LETTER OF LIKE KIND DATED THE DATE OF THE
CLOSING UNDER THE UNDERWRITING AGREEMENT, IN EACH CASE, SIGNED BY THE
INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE PARTNERSHIP'S FINANCIAL
STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE INTO THE APPLICABLE
REGISTRATION STATEMENT, AND EACH OF THE OPINION AND THE "COMFORT" LETTER SHALL
BE IN CUSTOMARY FORM AND COVERING SUBSTANTIALLY THE SAME MATTERS WITH RESPECT TO
SUCH REGISTRATION STATEMENT (AND THE PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
INCLUDED THEREIN) AS ARE CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S COUNSEL AND
IN ACCOUNTANTS' LETTERS DELIVERED TO THE UNDERWRITERS IN UNDERWRITTEN OFFERINGS
OF SECURITIES AND SUCH OTHER MATTERS AS SUCH UNDERWRITERS MAY REASONABLY
REQUEST;
(H)
OTHERWISE USE ITS COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION,
AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS
8
SOON AS REASONABLY PRACTICABLE, AN EARNINGS STATEMENT COVERING THE PERIOD OF AT
LEAST 12 MONTHS, BUT NOT MORE THAN 18 MONTHS, BEGINNING WITH THE FIRST FULL
CALENDAR MONTH AFTER THE EFFECTIVE DATE OF THE SHELF REGISTRATION STATEMENT OR
SUCH OTHER REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 PROMULGATED
THEREUNDER;
(I)
MAKE AVAILABLE TO THE APPROPRIATE
REPRESENTATIVES OF (I) THE MANAGING UNDERWRITER SUCH INFORMATION AND THE
PARTNERSHIP PERSONNEL AS IS REASONABLE AND CUSTOMARY TO ENABLE THE UNDERWRITERS
TO ESTABLISH A DUE DILIGENCE DEFENSE UNDER THE SECURITIES ACT AND (II) EACH
HOLDER SUCH INFORMATION, IF ANY, AS SUCH HOLDER MAY REASONABLY REQUEST; PROVIDED
THAT THE PARTNERSHIP NEED NOT DISCLOSE ANY INFORMATION TO ANY SUCH
REPRESENTATIVE UNLESS AND UNTIL SUCH REPRESENTATIVE HAS ENTERED INTO A
CONFIDENTIALITY AGREEMENT WITH THE PARTNERSHIP;
(J)
CAUSE ALL REGISTRABLE SECURITIES
REGISTERED PURSUANT TO THIS AGREEMENT TO BE LISTED ON THE NEW YORK STOCK
EXCHANGE OR SUCH OTHER SECURITIES EXCHANGE(S) OR NATIONALLY RECOGNIZED QUOTATION
SYSTEM(S) ON WHICH SIMILAR SECURITIES ISSUED BY THE PARTNERSHIP ARE THEN LISTED;
(K)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO