Common use of Counsel to the Partnership Clause in Contracts

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General Partner and its Affiliates. The Partnership has initially selected Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxxx (together, the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel do not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represent, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by applicable rules of professional conduct, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel have in the past represented such Limited Partner with respect to other matters, the Partnership Counsel have not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General Partner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the New York Rules of Professional Conduct or similar rules in any other jurisdiction (“Rules”). The Partnership has initially selected Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP and Xxxxxxx (together, the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel do does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel representrepresents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by applicable rules of professional conductthe Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel have has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel have has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General Partner and its Affiliates. The Partnership has initially selected Xxxx Xxxx Akin Gump Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxxx Walkers (together, the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel do not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represent, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by applicable rules of professional conduct, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel have in the past represented such Limited Partner with respect to other matters, the Partnership Counsel have not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the Portfolio Companies, the General Partner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the New York Rules of Professional Conduct, or similar rules in any other jurisdiction (“Rules”). The Partnership has initially selected Xxxx Xxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP and Xxxxxxx (together, the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel do does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) thereof that the Partnership Counsel representrepresents), on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by applicable rules of professional conductthe Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel have has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel have has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General Partner, the Management Company or any of their respective Affiliates. The General Partner may execute on behalf of the Partnership and its Affiliatesthe Partners any consent to the representation of the Partnership that counsel may request pursuant to the applicable rules of professional conduct in any jurisdiction (the “Rules”). The Partnership has initially selected Xxxx Xxxx Xxxxxxx Xxxxxxxxxx Xxxxx & Xxxx LLP and Xxxxxxx as its counsel (togethercollectively, the “Partnership Counsel”) as legal counsel to the Partnership). Each Limited Partner acknowledges that the Partnership Counsel do does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and that then only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represent, represents on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by applicable rules of professional conductthe Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel have in the past represented such Limited Partner with respect to other matters, the Partnership Counsel have not represented the interests interest of any Limited Partner in the preparation and negotiation of this Agreement.