Common use of Amendment by General Partner Clause in Contracts

Amendment by General Partner. Notwithstanding Section 8.1 above, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Partner notice thereof, without the consent of any other Person: (a) to effect changes of an inconsequential or ministerial nature that do not materially adversely affect the rights or interests of any of the Limited Partners; (b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners; (c) to give effect to the admission, redemption, or withdrawal of Partners in accordance with the terms hereof; (d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner; (e) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (f) to conform the terms of this Agreement with any regulations issued under Section 704 of the Code, provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; (g) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, (x) to comply with the requirements of the Regulations or (y) to ensure the continuation of partnership status, provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; (h) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance with which the General Partner deems to be in the best interests of the Partnership and the Limited Partners, provided that the General Partner reasonably determines that such amendment is not likely to have a material adverse impact on the likelihood that the Partnership will achieve its investment objectives; (i) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures; (j) to change the name of the Partnership in accordance with Section 1.2 or its principal place of business, registered office or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) to preserve the status of the Fund REIT as a REIT; and (m) without limiting Section 7.2(c), to address changes in regulatory or tax legislation, including changes in tax law related to the Participation Allocation materially adversely affecting the U.S. federal, state or local treatment of the Participation Allocation (and related allocations) to the Special Limited Partner or its direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or another economic rights) of such Limited Partner;

Amendment by General Partner. Notwithstanding the provisions of Section 8.1 above8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any other Person: of the Fund Limited Partners, (ai) to effect changes of an inconsequential or a ministerial nature that do not materially and adversely affect the rights rights, duties or interests obligations of any of the Limited Partners; Partner; (b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners; (cii) to give effect to the admission, redemption, or withdrawal admission of Partners in accordance with the terms hereof; ; (d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner; (e) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (fiii) to conform the terms of this Agreement with any regulations issued under Code Section 704 of the Code704, provided that that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (giv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, purposes (x) to comply with the requirements of the Regulations Regulations, or (y) to ensure the continuation of partnership status; provided, provided that however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (hv) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance enter into side letters with which the General Partner deems to be in the best interests of the Partnership and the Limited Partners, provided to the extent that they do not materially and adversely affect the General Partner reasonably determines that such amendment is not likely to have a material adverse impact on the likelihood that the Partnership will achieve its investment objectives; economic interests of other Partners under this Agreement; and (i) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures; (jvi) to change the name of the Partnership Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof; (3) does not affect the allocation and distribution provisions of Section 3 and Section 4 hereof (except to the extent necessary to conform the terms of this Agreement with any regulations issued under Code Sections 704) other than any effect that may result from the admission of a new Partner in accordance with Section 1.2 the terms hereof; (4) does not alter the purpose of the Partnership; and (5) does not adversely affect the limited liability of the Limited Partners or its principal place of business, registered office or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) to preserve the status of the Fund REIT Partnership as a REIT; and (m) without limiting Section 7.2(c), to address changes in regulatory or partnership for federal income tax legislation, including changes in tax law related to the Participation Allocation materially adversely affecting the U.S. federal, state or local treatment of the Participation Allocation (and related allocations) to the Special Limited Partner or its direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or another economic rights) of such Limited Partner;purposes.

Amendment by General Partner. Notwithstanding the provisions of Section 8.1 above8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any other Person: of the Fund Limited Partners, (ai) to effect changes of an inconsequential or a ministerial nature that do not materially and adversely affect the rights rights, duties or interests obligations of any of the Limited Partners; Partner; (b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners; (cii) to give effect to the admission, redemption, or withdrawal admission of Partners in accordance with the terms hereof; ; (d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner; (e) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (fiii) to conform the terms of this Agreement with any regulations issued under Code Section 704 of the Code704, provided that that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (giv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, purposes (x) to comply with the requirements of the Regulations Regulations, or (y) to ensure the continuation of partnership status; provided, provided that however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (hv) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance enter into side letters with which the General Partner deems to be in the best interests of the Partnership and the Limited Partners, provided to the extent that they do not materially and adversely affect the General Partner reasonably determines that such amendment is not likely to have a material adverse impact on the likelihood that the Partnership will achieve its investment objectives; economic interests of other Partners under this Agreement; and (i) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures; (jvi) to change the name of the Partnership Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in accordance with Section 1.2 the General Partner’s reasonable determination, for the benefit of or its principal place of business, registered office or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) not adverse to preserve the status interests of the Fund REIT as a REITPartners; and (m2) without limiting Section 7.2(c), to address changes in regulatory or tax legislation, including changes in tax law related to is consistent with the Participation Allocation materially adversely affecting the U.S. federal, state or local treatment of the Participation Allocation (and related allocations) to the Special Limited Partner or its direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or another economic rights) of such Limited Partnerother provisions hereof;

Amendment by General Partner. Notwithstanding the provisions of Section 8.1 above8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any other Person: of the Fund Limited Partners, (ai) to effect changes of an inconsequential or a ministerial nature that do not materially and adversely affect the rights rights, duties or interests obligations of any of the Limited Partners; Partner; (b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners; (cii) to give effect to the admission, redemption, or withdrawal admission of Partners in accordance with the terms hereof; ; (d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner; (e) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (fiii) to conform the terms of this Agreement with any regulations issued under Code Section 704 of the Code704, provided that that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (giv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, purposes (x) to comply with the requirements of the Regulations Regulations, or (y) to ensure the continuation of partnership status; provided, provided that however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; ; (hv) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance enter into side letters with which the General Partner deems to be in the best interests of the Partnership and the Limited Partners, provided to the extent that they do not materially and adversely affect the General Partner reasonably determines that such amendment is not likely to have a material adverse impact on the likelihood that the Partnership will achieve its investment objectives; economic interests of other Partners under this Agreement; and (i) as may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures; (jvi) to change the name of the Partnership Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof; (3) does not affect the allocation and distribution provisions of Section 3 and Section 4 hereof (except to the extent necessary to conform the terms of this Agreement with any regulations issued under Code Sections 704) other than any effect that may result from the admission of a new Partner in accordance with Section 1.2 the terms hereof; (4) does not alter the purpose of the Partnership; and (5) does not adversely affect the limited liability of the Limited Partners or its principal place of business, registered office or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) to preserve the status of the Fund REIT Partnership as a REITpartnership for federal income tax purposes. SECTION 9 TRANSFERS; and (m) without limiting Section 7.2(c), to address changes in regulatory or tax legislation, including changes in tax law related to the Participation Allocation materially adversely affecting the U.S. federal, state or local treatment of the Participation Allocation (and related allocations) to the Special Limited Partner or its direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or another economic rights) of such Limited Partner;REDEMPTIONS

Amendment by General Partner. Notwithstanding Section 8.1 aboveIn addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the General Partner, by executing an instrument of amendment and giving each Partner notice thereof, without the consent of any other Person: (a) to effect changes of an inconsequential or ministerial nature that do not materially adversely affect the rights or interests of any of the Limited Partners; Partners (b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners; (c) to give effect to the admission, redemption, or withdrawal of Partners in accordance with the terms hereof; (d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner; (ei) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein; (ii) to cure any ambiguity, or correct or supplement any provision herein which may be inconsistent with any provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Partners hereto; (iii) to amend Schedule A hereto to provide the necessary information regarding the Additional Limited Partners, any new General Partner or any Substituted Limited Partners; and (iv) to qualify the Interests for sale under the Blue Sky or securities laws of any state or to conform this Agreement in order to list the Interests on a securities exchange or arrange for the benefit quotation of Interests on the Limited Partners; (f) to conform Nasdaq National Market or otherwise facilitate the terms establishment of this Agreement with any regulations issued under Section 704 of a market for trading the CodeInterests, provided that such no amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; (g) with respect shall be adopted pursuant to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, (x) to comply with the requirements of the Regulations or (y) to ensure the continuation of partnership status, provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; (h) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance with which the General Partner deems to be in the best interests of the Partnership and the Limited Partners, provided that this paragraph 10.2 unless the General Partner reasonably determines that (such amendment is not likely to have a material adverse impact on determination, in the likelihood case of (3) below, being supported in writing by legal counsel) that the Partnership will achieve its investment objectives; adoption thereof (i1) as may be necessary is consistent with Article 7; (2) with respect to any amendment other than an amendment pursuant to clause (iii) xxxx, does not alter the interest of any Partner in Profits or advisable to comply with any anti-money laundering Losses or anti-terrorist laws, rules, regulations, directives or special measures; (j) to change the name in distributions of the Partnership Partnership; (3) does not alter or impair, or result in accordance with Section 1.2 the alteration or its principal place impairment of, the limited liability of business, registered office the Limited Partners or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) to preserve the status of the Fund REIT Partnership as a REITpartnership for Federal income tax purposes; and and (m4) without limiting Section 7.2(c)with respect to any amendment pursuant to clause (i) above, to address changes in regulatory is for the benefit of, or tax legislation, including changes in tax law related not adverse to the Participation Allocation materially adversely affecting the U.S. federal, state or local treatment interests of the Participation Allocation (and related allocations) to the Special Limited Partner or its direct or indirect owners (including reorganizing or reconstituting the Partnership) to the extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the rights (including entitlements to distributions or another economic rights) of such Limited Partner;Partners.