General Partner Consent Agreement

GENERAL PARTNER CONSENT AGREEMENT

This General Partner Consent Agreement (the Agreement) is made as of by and between General Partner Name: , an entity organized under the laws of , with a principal place of business at (the General Partner), and Partnership Name: , a limited partnership formed under the laws of , with its principal office located at (the Partnership).

RECITALS

WHEREAS, the Partnership is governed by that certain Limited Partnership Agreement dated (the LP Agreement), which sets forth, among other things, the rights, duties and obligations of the General Partner and the limited partners; and

WHEREAS, the Partnership requires the written consent of the General Partner for the action described in this Agreement, namely: ; and

WHEREAS, the General Partner has authority under the LP Agreement and applicable law to consent to the subject action and desires to evidence such consent in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the LP Agreement. In addition, the following terms shall have the following meanings:

"Effective Date" means the date first written above.

2. CONSENT

2.1 Subject to the terms and conditions of this Agreement, the General Partner hereby irrevocably consents to and approves the subject action described in Recital B, including all ancillary matters reasonably necessary to effectuate such action. The General Partner's consent includes, without limitation, authorization for the Partnership to take the acts set forth in the documentation attached as Exhibit A to this Agreement or described as follows:

2.2 The General Partner acknowledges that this consent shall be binding upon it and, to the extent applicable, any successor or permitted assignee of the General Partner, and shall be effective upon the execution of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER

The General Partner represents and warrants to the Partnership as of the Effective Date that:

(a) The General Partner is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth above and has all requisite power and authority to execute, deliver and perform this Agreement.

(b) The execution, delivery and performance of this Agreement by the General Partner have been duly authorized by all necessary action and do not and will not (i) violate any provision of the General Partner's organizational documents, (ii) violate any law, order or contractual obligation binding on the General Partner, or (iii) require any further consent or approval of any third party other than as disclosed in writing to the Partnership.

4. COVENANTS

4.1 The General Partner covenants to cooperate and execute such further instruments and take such further actions as may be reasonably required by the Partnership to effectuate the consent granted herein, including providing certificates, authorizations or affidavits reasonably requested to evidence such authority.

4.2 The Partnership shall provide the General Partner with prompt notice of any material developments relating to the subject action and shall not knowingly take any action inconsistent with this Agreement.

5. CONDITIONS PRECEDENT

The obligations of the parties under this Agreement are subject to the following conditions precedent:

(a) All consents, approvals and filings required by applicable law or third-party agreements for the subject action shall have been obtained and remain in full force and effect.

(b) The Partnership shall have delivered to the General Partner all documents and information reasonably requested by the General Partner to enable it to render the consent granted herein.

6. INDEMNIFICATION

The Partnership agrees to indemnify, defend and hold harmless the General Partner and its affiliates, officers, directors, employees and agents from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claims to the extent caused by the Partnership's breach of this Agreement or the Partnership's fraudulent or wilful misconduct in connection with the subject action. The General Partner's remedies under this Section shall be cumulative and in addition to any other rights or remedies available at law or in equity.

7. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, overnight courier or certified mail, return receipt requested, to the addresses set forth below (or to such other address as any party may designate by notice pursuant to this Section).

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits and the LP Agreement to the extent expressly incorporated herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be reformed, construed and enforced to the extent necessary to affect the original intent of the parties.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom enforcement is sought. The waiver by any party of a breach of any provision hereof shall not operate as or be construed to be a waiver of any other breach.

12. COUNTERPARTS; DELIVERY

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed original signatures for all purposes.

13. MISCELLANEOUS

13.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.2 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement shall confer upon any person other than the parties any right to enforce any provision of this Agreement.

13.3 Further Assurances. Each party shall execute and deliver such further instruments and do such further acts and things as may be necessary or appropriate to carry out the purposes of this Agreement.

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