Each of the Companies has the requisite limited partnership power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the Companies, and the performance by each of the Companies of its obligations under this Agreement, have been duly and validly authorized by all necessary limited partnership action. This Agreement has been duly and validly executed and delivered by each of the Companies. This Agreement constitutes the legal, valid and binding obligation of each of the Companies, enforceable against the Companies in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity).