HEP has all necessary partnership power and authority to execute, deliver and perform its obligations under the Basic Documents and the Purchase Documents; and the execution, delivery and performance by HEP of the Basic Documents and the Purchase Documents have been duly authorized by all necessary action on its part; and the Basic Documents and the Purchase Documents constitute the legal, valid and binding obligations of HEP, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally or by general principles of equity.