Common use of ACKNOWLEDGEMENT BY LIMITED PARTNERS Clause in Contracts

ACKNOWLEDGEMENT BY LIMITED PARTNERS. Each of the Limited Partners is aware that the terms and conditions of this Agreement permit certain amendments of this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership, in each case with the approval of less than all of the Limited Partners. Such actions include, without limitation, substitution of the General Partner. If, as and when (i) an amendment of this Agreement is proposed or an action is proposed to be taken or omitted by or with respect to the Partnership which requires, pursuant to the provisions of this Agreement, the approval of a specified percentage in interest (but less than all) of the Partners; (ii) Partners holding the percentage of interests in the Partnership specified in this Agreement as being required for such amendment or action have approved such amendment or action in the manner contemplated by this Agreement; and (iii) a Limited Partner has failed or refused to approve such amendment or action (hereinafter referred to as a "Non-Consenting Limited Partner"), each Non-Consenting Limited Partner agrees that each special attorney-in-fact specified above, with complete power of substitution, is hereby authorized, empowered and instructed to execute, acknowledge, make, swear to, verify, deliver, record, file and publish, for and on behalf of such Non- Consenting Limited Partner, and in such Non-Consenting Limited Partner's name, place and stead, any and all instruments and documents which may be necessary or appropriate to permit such amendment to be lawfully made or action lawfully taken or omitted. Each consenting Limited Partner and Non-Consenting Limited Partner is completely aware that such Limited Partner and each other Limited Partner have executed this special power of attorney, and that each Limited Partner will rely on the effectiveness of this special power of attorney with an anticipation of the orderly administration of the Partnership's affairs. 14.

ACKNOWLEDGEMENT BY LIMITED PARTNERS. Each of the Limited Partners is aware that the terms and conditions of this Agreement permit certain amendments of this Agreement to be effected and certain other 21 22 actions to be taken or omitted by or with respect to the Partnership, in each case with the approval of less than all of the Limited Partners. Such actions include, without limitation, substitution of the General Partner. If, as and when (i) an amendment of this Agreement is proposed or an action is proposed to be taken or omitted by or with respect to the Partnership which requires, pursuant to the provisions of this Agreement, the approval of a specified percentage in interest (but less than all) of the Partners; (ii) Partners holding the percentage of Partnership interests in the Partnership specified in this Agreement as being required for such amendment or action have approved such amendment or action in the manner contemplated by this Agreement; and (iii) a Limited Partner has failed or refused to approve such amendment or action (hereinafter referred to as a "Non-Consenting Limited Partner"), each Non-Consenting Limited Partner agrees that each special attorney-in-fact specified above, with complete power of substitution, is hereby authorized, empowered and instructed to execute, acknowledge, make, swear to, verify, deliver, record, file and publish, for and on behalf of such Non- Non-Consenting Limited Partner, and in such Non-Consenting Limited Partner's name, place and stead, any and all instruments and documents which may be necessary or appropriate to permit such amendment to be lawfully made or action lawfully taken or omitted. Each consenting Limited Partner and Non-Consenting Limited Partner is completely aware that such Limited Partner and each other Limited Partner have executed this special power of attorney, and that each Limited Partner will rely on the effectiveness of this special power of attorney with an anticipation of the orderly administration of the Partnership's affairs. 14.

ACKNOWLEDGEMENT BY LIMITED PARTNERS. Each of the Limited Partners is aware that the terms and conditions of this Agreement permit certain amendments of this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership, in each case with the approval of less than all of the Limited Partners. Such actions include, without limitation, substitution of the General Partner. If, as and when (i) an amendment of this Agreement is proposed or an action is proposed to be taken or omitted by or with respect to the Partnership which requires, pursuant to the provisions of this Agreement, the approval of a specified percentage in interest (but less than all) of the Partners; (ii) Partners holding the percentage of interests Partnership Interests in the Partnership specified in this Agreement as being required for such amendment or action have approved such amendment or action in the manner contemplated by this Agreement; and (iii) a Limited Partner has failed or refused to approve such amendment or action (hereinafter referred to as a "Non-Consenting Limited Partner"), ; each Non-Consenting Limited Partner agrees that each special attorney-in-fact specified above, with complete power of substitution, is hereby authorized, empowered and instructed to execute, acknowledge, make, swear to, verify, deliver, record, file and publish, for and on behalf of such Non- Non-Consenting Limited Partner, and in such Non-Consenting Limited Partner's name, place and stead, any and all instruments investments and documents which may be necessary or appropriate to permit such amendment to be lawfully made or action lawfully taken or omitted. Each consenting Limited Partner and Non-Consenting Limited Partner is completely aware that such Limited Partner and each other Limited Partner have executed this special power of attorney, and that each Limited Partner will rely on the effectiveness of this special power of attorney with an anticipation of the orderly administration of the Partnership's affairs. 14.