Common use of AMENDMENT OF AGREEMENT; MERGER Clause in Contracts

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger merger, conversion or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit profit and Loss loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c)(ii) or 7.1(c)(iii), (c7.1(d) or (d7.1(e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 5067% of the Percentage Interests of the Limited PartnersPartners and the Special OP Unitholder: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b7.4(d) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;4.2 hereof; or (c) any amendment that would alter the Partnership’s allocations of Profit profit and Loss loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) and any amendment that would impose on the any Limited Partners Partner any obligation to make additional Capital Contributions to the PartnershipPartnership or otherwise alter such Limited Partner’s right to receive distributions of cash or other property or allocations of items of income, gain, deduction loss or credit shall require the written consent of both the General Partner and any such Limited Partner. In addition, any amendment to Section 8.5 shall require the consent of the Special OP Unitholder, and any amendment to this Article 11 shall require the written consent of all Partners.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Operating Partnership with or into any other partnership Operating Partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Operating Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:Interests. (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Operating Partnership Units pursuant to Section 4.34.3 hereof; (c) any amendment that would alter the Operating Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Operating Partnership Units pursuant to Section 4.34.3 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Operating Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit profit and Loss loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b7.1(c) or 7.1(c7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Operating Partnership with or into any other partnership Operating Partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Operating Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited PartnersInterests: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Operating Partnership Units pursuant to Section 4.34.3 hereof; (c) any amendment that would alter the Operating Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Operating Partnership Units pursuant to Section 4.34.3 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Operating Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereofrespect; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners:Partners (other than those held by the General Partner or any Subsidiary): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided in Section 8.5(d), 7.1(b) or 7.1(c)herein) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or4.02 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment to this Article XI. The General Partner, without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation in a transaction pursuant to Section 7.01(c) and (d) hereof, or (ii) sell any, all or substantially all of the assets of the Partnership and may amend this Agreement in connection with any such transaction.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or respect, merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (cSection 7.1(c) or (dSection 7.1(d) hereofhereof and take all actions that are required to effect a Conversion Event; provided, however, that the following amendments and any other merger or consolidation of the Partnership (other than in connection with a Conversion Event) shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d8.4(e), Section 7.1(b) or Section 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests a majority in interest of the Limited Partners: (a) any amendment affecting the operation of the Redemption Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.3 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.3 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the General Partner and holders of a majority of the Percentage Interests of the Limited PartnersCommon Units: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.4(d) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited PartnersPartner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partner and in the case of any of the following (b), (c) or (d), the consent of the Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners:. (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited PartnersPartner; (b) any amendment that would adversely affect the rights of the Limited Partners Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited PartnersPartner, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; or (d) any amendment that would impose on the Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the holders of a majority of the Percentage Interests of the Limited PartnersClass A Common Units: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.4(d) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the General Partner and holders of a majority of the Percentage Interests of the Limited PartnersCommon Units: (a) any amendment affecting the operation of the Redemption Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.4 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.4 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited PartnersPartner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited PartnersPartner: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited PartnersPartner; (b) any amendment that would adversely affect the rights of the Limited Partners Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited PartnersPartner, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; or (d) any amendment that would impose on the Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section ss. 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; providedPROVIDED, howeverHOWEVER, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners (other than the Company) holding more than 50% of the Percentage Interests of the Limited Partners:Partners (other than the Company): (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the holders of a majority of the Percentage Interests of Partnership Units (excluding the Limited Partners:Partnership Units held by the General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided in Section 8.5(d), 7.1(b) or 7.1(c)) herein in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.3; or4.2 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment to this Article 11.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the holders of a majority of the Percentage Interests of the Limited PartnersClass A Common Units: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.4(d) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership Partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.4(d) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited PartnersPartners in any adverse and material respect, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) or any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b7.1(c) or 7.1(c7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;; 24006714184-v11 - 44 - 80-41019056 (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited PartnersPartner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)hereof) in a manner adverse to the Limited PartnersPartner; (b) any amendment that would adversely affect the rights of the Limited Partners Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited PartnersPartner, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; or (d) any amendment that would impose on the Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited PartnersPartner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partner and in the case of any of the following (b), (c) or (d), the consent of the Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners:. (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited PartnersPartner; (b) any amendment that would adversely affect the rights of the Limited Partners Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-17 211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:Partners and (ii) in the case of any of the following (b), (c) or (d): (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)7.1(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d8.5(e), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.. Table of Contents ARTICLE 12

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b7.1(c) or 7.1(c7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger merger, conversion or consolidation of the Partnership shall require (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (ii) in the case of any of the following (b), (c) or (d), the consent of Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit profit and Loss loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited PartnersPartner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partner and in the case of any of the following (b), (c) or (d), the consent of the Limited Partners holding more than 50% of the Special Percentage Interests of the Limited Partners:. (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited PartnersPartner; (b) any amendment that would adversely affect the rights of the Limited Partners Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners:Partners (other than the General Partner or any Subsidiary): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b8.05(d) or 7.1(c)7.01(d) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or4.02 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment to this Article XI.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% the General Partner and holders of a majority of the Percentage Interests of the Limited PartnersCommon Units: (a) any amendment affecting the operation of the Redemption Conversion Factor or the Exchange Right (except as provided in Section 8.5(d), 7.1(b8.4(d) or 7.1(c)) hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units Interests pursuant to Section 4.34.2 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d8.5(c), 8.5(f), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 17‑211 of the Act) in a transaction pursuant to Section 7.1(b7.1(c), (cd) or (de) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b7.01(c), (cd) or (de) hereof; providedPROVIDED, howeverHOWEVER, that the following amendments and any other merger or consolidation of the Partnership shall require the unanimous consent of Limited Partners holding more (other than 50% of the Percentage Interests of the Limited Partners:General Partner): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d8.05(e) or 7.01(d), 7.1(b) or 7.1(c)as in effect on the date hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s 's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or4.02 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment to Section 2.03(a)(iii), 8.06, 9.02, or Article XI hereof.