Written Consent (Lending): Omnibus Subsidiary Guarantor
(Limited Partnership)

Summary

This omnibus written consent is from the general partner (organized as a limited liability company) of a group of limited partnership entities that serve as subsidiary guarantors for a parent company and would be delivered by the general partner to a lender at the closing of a financing transaction. This template includes practical guidance and drafting notes. In a financing transaction, the enforceability of the documents signed by the parties depends upon the due authorization of the subsidiary guarantors to enter into that transaction. The signatories of each party to the financing documents must first obtain such authorization, and confirmation of this should be performed by counsel to the counterparty. Counsel to the borrower and other obligated parties must confirm their due authorization to issue a valid enforceability legal opinion. Business entity resolutions and unanimous written consent documents evidence this authorization. The documentation for a unanimous written consent, or resolutions, can take a variety of different formats. This template covers a group of subsidiary guarantors organized as limited partnerships that are loan parties in a financing transaction and are guaranteeing the borrower's obligations. Unlike a traditional written consent, which covers a single entity, this omnibus written consent consolidates written consent for multiple subsidiary guarantors into one document. This template should not be used when the subsidiary guarantors do not share the same general partner with the same members/managers. Before drafting, you should familiarize yourself with the applicable state law to ensure that the form of the documentation conforms to legal requirements, including whether resolutions may take the form of a unanimous written consent in lieu of a meeting of the board. The capitalized terms used in this unanimous written consent need not conform to the defined terms in the relevant credit agreement, or any other agreement included in the relevant financing transaction. This template can be used in conjunction with the Certificate of General Partner of Borrower (Limited Liability Company) and the Certificate of Borrower (Limited Partnership) to complete the requirement for the borrower and other obligors to deliver organizational documents, consents/resolutions, and other pertinent documents to the lender or agent. For more background information on limited partnerships, see Limited Partnerships. Also refer to the Closing Process Resource Kit for templates that can be used in conjunction with this template as part of a financing transaction closing. For other forms of resolutions and consents that may be applicable to loan parties organized as limited partnerships, see: • Board Resolution: Borrower is Limited Partnership with General Partner that is Limited Liability Company • Resolutions: Written Consent of General Partners of Borrower (Limited Partnership, Acquisition Loan) • Resolutions: Written Consent of General Partners (Limited Partnership as Borrower with Limited Partnership as General Partner, Acquisition Loan) • Resolutions: Written Consent of Board of Directors (Borrower is Limited Partnership with Corporate General Partner, Acquisition Loan)