Seller has the requisite limited partnership power to execute and deliver this Agreement and the other Transaction Documents to which it is party and to consummate the transactions contemplated hereby and thereby. Seller’s General Partner and Limited Partners have duly authorized Seller to execute and deliver this Agreement and perform its obligations under this Agreement and the Transaction Documents to which it is party, and no other limited partnership proceedings or authorization of Seller are necessary with respect thereto. Assuming that Buyer has been duly authorized, as warranted in Article 4, to execute and deliver and perform this Agreement and the other Transaction Documents to which it is party, this Agreement constitutes, and each of the other Transaction Documents to which Seller is a party will constitute when executed and delivered by Seller, the valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability is limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights, or (ii) general principles of equity relating to the availability of equitable remedies (whether considered in a proceeding at law or in equity).