The Partnership has full right, power and authority to execute and deliver the Contribution Agreement, this Agreement and the other Operative Documents and to perform its obligations hereunder and thereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. On the Closing Date, all limited partnership or limited liability company action, as the case may be, required to be taken by the General Partner or the Partnership for the authorization, issuance, sale and delivery of the Purchased Units, the execution and delivery of the Contribution Agreement and the Operative Documents and the consummation of the transactions contemplated hereby and thereby, shall have been validly taken.