Legal LP Consent Form

LEGAL LP CONSENT FORM

This Limited Partnership Consent Agreement (the Agreement) is entered into as of by and between General Partner: whose principal place of business is and Limited Partner: whose address for notices is .

RECITALS

WHEREAS, the parties are parties to that certain Limited Partnership Agreement of dated (the Partnership Agreement); and

WHEREAS, the Partnership Agreement requires the written consent of one or more Limited Partners for the undertaking of certain material transactions or amendments; and

WHEREAS, the General Partner has requested that the Limited Partner consent to the action described below, and the Limited Partner is willing to provide such consent on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DESCRIPTION OF ACTION

The Limited Partner hereby considers and acknowledges the following proposed action requiring consent (the Action):

2. GRANT OF CONSENT

Subject to the terms and conditions set forth in this Agreement, the Limited Partner hereby irrevocably and unconditionally consents to the Action as described in Section 1, effective as of the Effective Date set forth below. This consent constitutes the Limited Partner's written approval for purposes of the Partnership Agreement and applicable law.

Effective Date:

3. CONDITIONS, RESERVATIONS AND LIMITATIONS

The Limited Partner's consent is given subject to the following conditions, reservations and limitations, each of which the parties agree is material:

1. The representations and warranties set forth in Section 4 below are true and correct as of the Effective Date.
2. The General Partner shall cause the Action to be consummated in a manner materially consistent with the description contained in Section 1 and in compliance with the Partnership Agreement and law.
3. The Limited Partner's consent does not waive any rights or claims arising from fraud, willful misconduct or gross negligence by any party.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that:

1. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
2. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on its part and do not violate any provision of its organizational documents, any material agreement to which it is a party, or any applicable law.
3. No consent, approval, order or authorization of, or filing or registration with, any governmental authority or third party is required for the execution, delivery or performance of this Agreement, except as set forth in the Partnership Agreement.

5. FURTHER ACTIONS

Each party shall execute and deliver such further instruments and take such other actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement, including executing any amendment or consent document evidencing the Limited Partner's approval where required by the Partnership Agreement.

6. BINDING EFFECT; ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Limited Partner may not assign its rights or obligations under this Agreement except in accordance with the Partnership Agreement.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below (or at such other address as a party may designate in writing in accordance with this Section).

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of formation of the Partnership, without regard to principles of conflicts of law. The parties expressly submit to the jurisdiction of the courts located in that jurisdiction for purposes of any dispute arising under or in connection with this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Partnership Agreement to the extent incorporated herein, constitutes the entire agreement among 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, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provision.

11. COUNTERPARTS

This Agreement may be executed in any number of 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 deemed original signatures for all purposes.

12. REPRESENTATIVE CAPACITY

If a signatory executes this Agreement on behalf of an entity or in a representative capacity, the signatory represents and warrants that he or she has full authority to bind such entity and that this Agreement is binding upon the entity in accordance with its terms.

ACKNOWLEDGMENT

The Limited Partner acknowledges that the General Partner and any prospective third parties may rely upon this consent in consummating the Action and that this consent may be delivered to third parties for that purpose.

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