Such Investor is a limited partnership duly formed and existing in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by such Investor and its partners to enter into this Agreement and consummate the transactions contemplated hereby have been properly taken. Such Investor has taken all necessary partnership action to authorize the execution, delivery and performance of this Agreement and the consummation of the Debt Exchanges and the Debt Contribution. This Agreement has been duly executed and delivered by the Investor and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar applicable laws of general applicability relating to or affecting creditors’ rights and to general equity principles.