Legal GP Resolutions Agreement

LEGAL GP RESOLUTIONS AGREEMENT

This Legal GP Resolutions Agreement (the Agreement) is made as of by and between General Partner: , an entity of type Individual Corporation LLC Other , with principal place of business at (General Partner), and Counterparty: , with principal place of business at (Counterparty).

RECITALS

WHEREAS, General Partner is the duly authorized general partner of the partnership or fund identified as: ;

WHEREAS, the General Partner has convened or obtained written consent of the partners in accordance with the partnership agreement and applicable law to consider and adopt certain corporate or partnership resolutions described herein; and

WHEREAS, the parties desire to set forth the resolutions adopted by the General Partner, and to certify their authority to take all actions necessary or appropriate to carry out such resolutions.

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

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the partnership agreement of the partnership identified above. For purposes of these resolutions, "Action" means any act, contract, agreement, instrument, filing, or other step authorized by these Resolutions.

2. AUTHORIZATION OF RESOLUTIONS

The General Partner hereby adopts and approves the resolutions described in this Section 2 and authorizes the officers, managers, or designated representatives identified below to take such actions as are necessary or desirable to effectuate the resolutions. The specific resolutions adopted are set forth in Section 3 and in the attached resolution details.

3. RESOLUTIONS ADOPTED

The General Partner hereby resolves that the partnership shall take the following actions, each of which is authorized, approved and ratified:

Method of adoption: Unanimous written consent Action by vote at meeting held on Other:

Vote result or consent evidence:

4. AUTHORITY AND BINDING EFFECT

The undersigned representative of the General Partner represents and warrants that (a) such representative is duly authorized and empowered to execute and deliver this Agreement and to bind the General Partner to the obligations herein; (b) the resolutions set forth herein were validly adopted in accordance with the partnership agreement and applicable law; and (c) upon execution, the actions authorized by these resolutions shall be the valid and binding obligations of the partnership and the General Partner, enforceable in accordance with their terms.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (i) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of such party; and (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable insolvency and equitable principles.

6. RECORDS; CERTIFICATION

The Secretary or authorized officer of the General Partner shall cause a copy of these resolutions and minutes or written consents evidencing their adoption to be maintained in the official records of the partnership. The undersigned certifies that the foregoing resolutions were duly adopted and remain in full force and effect as of the date hereof, and that no provision of the partnership agreement or law preventing such adoption has been violated.

7. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other addresses as either party may designate in writing in accordance with this Section.

8. INDEMNIFICATION

To the fullest extent permitted by applicable law, the General Partner shall indemnify and hold harmless the Counterparty and its officers, directors, agents and employees from any loss, liability, claim or expense arising out of or in connection with actions taken in good faith pursuant to these resolutions, provided that such indemnity shall not extend to losses resulting from willful misconduct or gross negligence.

9. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance; no waiver shall constitute a waiver of any other provision or of the same provision on another occasion.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions which shall remain in full force and effect.

12. COUNTERPARTS

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

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