Legal Organizational Consent Form

LEGAL ORGANIZATIONAL CONSENT FORM

This Organizational Consent (the "Consent") is made as of the Effective Date set forth below by and between Organization Name: , an entity of the type indicated: Entity Type: Corporation Limited Liability Company Other organized under the laws of ; and Consenting Party: with mailing address . Effective Date: .

RECITALS

WHEREAS, the Organization is duly organized and validly existing under the laws of the jurisdiction identified above and possesses all requisite corporate or organizational power and authority to carry on its business as presently conducted;

WHEREAS, the governing body, members, or managers of the Organization desire to authorize and ratify the actions described below without convening a formal meeting in accordance with the Organization's governing documents and applicable law; and

WHEREAS, the Consenting Party is authorized to act and give this Consent on the terms set forth herein and to bind the consenting interests of the Organization to the matters approved below.

NOW THEREFORE

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 Organization and the Consenting Party hereby agree as follows:

1. AUTHORIZATION AND CONSENT

The Organization hereby adopts and approves the corporate or organizational action described below and the same shall constitute the action of the governing body or members as if taken at a duly convened meeting. The action to be authorized and consented to is as follows:

2. APPROVAL AND RATIFICATION

All actions heretofore taken by any officer, manager, member, director or other authorized representative of the Organization in connection with the matters described in Section 1 are hereby approved, ratified, and confirmed in all respects. The execution, delivery and performance of any instruments, agreements, certificates or documents necessary or incident to carrying out the Authorized Action are approved.

3. AUTHORITY TO EXECUTE

The Organization hereby authorizes the following individual to execute, deliver and file on behalf of the Organization any and all documents, instruments and certificates necessary to effectuate the Authorized Action:

4. REPRESENTATIONS AND WARRANTIES

The Organization represents and warrants that: (a) it is validly existing and in good standing under the laws of the jurisdiction stated above; (b) this Consent has been duly authorized by all necessary action of the Organization and, when executed, will be a valid and binding obligation enforceable against the Organization in accordance with its terms; and (c) the execution and performance of the Authorized Action do not and will not violate the Organization's organizational documents or applicable law.

5. NO MEETING; UNANIMOUS WRITTEN CONSENT

This Consent is executed in lieu of a meeting in accordance with the Organization's governing documents and applicable law. The undersigned hereby consent, approve and adopt the actions set forth in Section 1, and such approval shall have the same force and effect as a unanimous vote taken at a meeting of the governing body or members duly held for that purpose.

6. NOTICES

All notices, requests, consents, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by like notice.

7. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

8. ENTIRE AGREEMENT; SEVERABILITY

This Consent constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto. If any provision of this Consent is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver by any party of a breach of any provision hereof shall not operate as a waiver of any other breach. This Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. MISCELLANEOUS

The headings in this Consent are for convenience only and shall not affect its interpretation. The obligations and rights contained herein shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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