Each Partner, at the time of its execution of this Agreement, represents and warrants that, the execution and delivery of this Agreement, the formation or continuation of the Partnership, as the case may be, and the performance of its obligations hereunder will not contravene or conflict with any provision of law or of the charter or bylaws of such Partner, or contravene, conflict with or constitute a default under, any indenture, mortgage, instrument or other agreement of such Partner or any order, rule or regulation of any court, commission or governmental agency applicable to such Partner. Each Partner further represents, warrants and covenants that (a) it is, and for so long as it is a Partner hereunder it will do or cause to be done all things necessary to continue to be, a corporation, limited liability company, or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and (b) the execution and delivery of this Agreement has been duly authorized, and this Agreement, when executed and delivered by such Partner, will be its valid and binding agreement, enforceable in accordance with the terms hereof.