Authority. Seller has the absolute and unrestricted right, power, authority and capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreement and to consummate the transactions contemplated herein. This Agreement has been, and each Ancillary Agreement to which Seller is a party will be, duly and validly executed and delivered by Seller, and this Agreement and such Ancillary Agreements are and shall constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)

Authority. Each Seller has the absolute and unrestricted right, power, authority and capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party, and such Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities set forth opposite such Seller’s name on [Schedule 4.1.5] pursuant to this Agreement and to consummate the transactions contemplated herein. This Agreement has been, and each Ancillary Agreement to which such Seller is a party will be, duly and validly executed and delivered by such Seller, and this Agreement and such Ancillary Agreements are and shall constitute the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)

. The Buyer has the absolute and unrestricted right, power,power and authority and capacity to enter into, execute and deliver this Agreement and theeach Ancillary AgreementsAgreement to which Sellerit is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreementparty and to consummate the transactions contemplated herein. The execution and delivery of this Agreement has been, and the execution and delivery of each Ancillary Agreement to which the Buyer is a party will be, duly and validly authorized by all necessary organizational action on the part of the Buyer. This Agreement has been, and each Ancillary Agreement to which Sellerthe Buyer is a party will be, duly and validly executed and delivered by Seller,the Buyer and this Agreement and such Ancillary Agreements are and shall constitute the legal,legally, valid and binding obligations of Sellerthe Buyer enforceable against Sellerthe Buyer in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law).

SECTION # Authorization. Seller has the absoluteall requisite power and unrestricted right, power, authority and capacity to enter into, execute and deliverinto this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreement and to consummate the transactions contemplated herein.hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited partnership action on the part of Seller. This Agreement has been, and eachon the Closing Date the Ancillary Agreement to which Seller is a partyAgreements will be, duly and validly executed and delivered by Seller,Seller. This Agreement constitutes, and thiseach Ancillary Agreement when executed and such Ancillary Agreements aredelivered by Seller shall constitute, (assuming the due execution and shall constitute the legal,delivery by each other Party) a valid and legally binding obligationsobligation of SellerSeller, enforceable against Seller in accordance with their respectiveits terms, subject in each caseall respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvencymoratorium and other similar laws relating to or affecting the enforcement of creditors’ rights ingenerally and general and to generalequitable principles of equity (regardless of whether(whether considered in a Proceedingproceeding in equity or an action at law).

. Each Seller has the absolute and unrestricted right, power, authority and capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has theall requisite power and authority to sell, transferenter into this Agreement and delivereach Ancillary Agreement to the Buyer the full legalwhich it is a party, to perform its obligations hereunder and beneficial ownership in the Subject Securities pursuant to this Agreementthereunder and to consummate the transactions contemplated herein.hereby and thereby. This Agreement has been, andbeen (and at or prior to the Closing each Ancillary Agreement to which any Seller is a party will be,be) duly and validly executed and delivered by such Seller, and this Agreement and suchconstitutes (and each Ancillary Agreements are and shall constituteAgreement to which it is a party will constitute) the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvencysuch Seller, and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)is (and will be) Enforceable.

SECTION # Authorization. Buyer has the absoluteall requisite power and unrestricted right, power, authority and capacity to enter into, execute and deliverinto this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreement and to consummate the transactions contemplated herein.hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of Buyer. This Agreement has been, and eachon the Closing Date the Ancillary Agreement to which Seller is a partyAgreements will be, duly and validly executed and delivered by Seller,Buyer. This Agreement constitutes, and thiseach Ancillary Agreement when executed and such Ancillary Agreements aredelivered by Buyer shall constitute, (assuming the due execution and shall constitute the legal,delivery by each other Party) a valid and legally binding obligationsobligation of SellerBuyer, enforceable against SellerBuyer in accordance with their respectiveits terms, subject in each caseall respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvencymoratorium and other similar laws relating to or affecting the enforcement of creditors’ rights ingenerally and general and to generalequitable principles of equity (regardless of whether(whether considered in a Proceedingproceeding in equity or an action at law).

. The Buyer has the absolutepower and unrestricted right, power, authority and capacity to enter into, execute and deliverinto this Agreement and the Ancillary Agreements to which Sellerthe Buyer is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreementparty and to consummate the transactions contemplated herein. Thishereby and thereby. The execution and delivery of this Agreement has been, and the execution and delivery of each Ancillary Agreement to which Sellerthe Buyer is a party will be, duly and validly executed and delivered by Seller, and this Agreement and such Ancillary Agreements are and shall constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)

Authorization of Transactions. Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Seller has the absolute and unrestricted right,full power, authority and legal capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which Sellerit is a party,party and to perform Seller’s obligations hereunder and thereunder. The execution and delivery by Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant toof this Agreement and the Ancillary Agreements to consummatewhich it is a party and the performance by Seller of the transactions contemplated herein. Thishereby and thereby have been duly approved by all requisite company action of Seller. Assuming the due authorization, execution and delivery of this Agreement has been,and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Seller is a party will be, duly and validly executed and delivered by Seller, and this Agreement and such Ancillary Agreements are and shall constituteconstitutes the legal, valid and legally binding obligationsobligation of SellerSeller, enforceable against Seller in accordance with their respective terms, subject in each case toexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvencymoratorium and other similar laws affecting creditors generally and by the enforcementavailability of creditors’ rightsequitable remedies. Seller is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in general andorder to general principles of equity (regardless of whether considered inconsummate the Partnership Buyout contemplated by this Agreement or the Ancillary Agreements to which Seller is a Proceeding in equityparty or an action at law)to grant the Buyer Options.

Authority. Seller has the absolute and unrestricted right, power, authority and capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has the power and authority to sell, transfer and deliver to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreement andAgreement, to consummate the transactions contemplated herein.hereby and to perform his obligations under this Agreement. This Agreement has been, and each Ancillary Agreement to which Seller is a party will be, duly and validly executed and delivered by Seller, and this Agreement and such Ancillary Agreements are and shall constituteconstitutes the legal, valid and binding obligations of SellerSeller, enforceable against Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)terms hereof.

Authority. The Seller has the absolute and unrestricted right, power, authority and capacity to enter into, execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party, and Seller has theall requisite capacity, power and authority to sell, transfer and deliverenter into this Agreement, to the Buyer the full legal and beneficial ownership in the Subject Securities pursuant to this Agreementperform its obligations hereunder and to consummate the transactions contemplated herein.hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Seller. This Agreement has been, and each Ancillary Agreement to which Seller is a party will be,been duly and validly executed and delivered by Seller,the Seller and this Agreement and such Ancillary Agreements are and shall constitute theconstitutes legal, valid and binding obligations of Sellerthe Seller, enforceable against the Seller in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law)applicable Laws.