Each of the Partnership and MHI Inc. has all necessary authority, power and capacity to enter into, perform its obligations under and consummate the transactions contemplated by this Agreement and the Transaction Agreements to which it will be a party. This Agreement has been, and each of the Transaction Agreements to which the Partnership and MHI Inc. is a party have been, duly authorized, validly executed and delivered by the Partnership or MHI Inc., as applicable, and is or will be (assuming the due authorization, execution and delivery of the other parties hereto and thereto), as applicable, a legal, valid and binding obligation of the Partnership or MHI Inc., enforceable against each in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.