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; provided, however, that the following amendments shall require the consent of a Majority in Interest (other than the General Partner or any Subsidiary of the General Partner): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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; provided, however, that the following amendments shall require the consent of a Majority in Interest Limited Partners (other than the General Partner Company or any Subsidiary of the General PartnerCompany) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company or any Subsidiary of the Company): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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. and provided furtherThe General Partner, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger merge or consolidation of 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) the sale of sell any, all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XItransaction.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without with the consent of the Limited Partnersholders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof), may amend this Agreement in any respectrespect 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 7.01(c), (d) or (e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a Majority in Interest majority of the Partnership Units (other than excluding the Partnership Units held by the General Partner or any Subsidiary of the General Partneran Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Exchange Right (except as otherwise provided hereinin Section 8.05(d) or 7.01(d) hereof) in a manner that adversely affects 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 4.02 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 4.02 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s written 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 respectrespect 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 written consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the Limited Partners: (a) any amendment affecting the economic relationship between a Class of REIT Shares and a corresponding Class of Partnership Units (if any) or the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d), 7.1(b) or 7.1(c)) in a manner that adversely affects adverse to the Limited PartnersPartners in any material respect; (b) any amendment that would adversely affect the rights of the Limited Partners in any material respect to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof4.3; (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 4.02 hereof4.3; (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI11.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The Subject to the specific terms and rights of any outstanding class or series of Preferred Units, the General Partner, without the consent of the Limited Partners, may amend this Agreement in any respectrespect 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 the holders of a Majority in Interest majority of the Partnership Units (other than excluding the Partnership Units held by the General Partner or any Subsidiary of the General Partneran Affiliate thereof): (a) any amendment affecting the operation of the Conversion Exchange Factor or the Redemption Exchange Right (except as otherwise provided hereinin Section 8.5(d) or 7.1(c) hereof) in a manner that adversely affects 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 4.02 4.2 hereof; (c) any amendment that would alter the Partnership’s '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 4.02 4.2 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of 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 respectrespect or 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), (d) or (e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of a Majority in Interest Limited Partners (other than the General Partner or any Subsidiary Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than the General PartnerPartner or any Subsidiary): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.05(d) or 7.01(d) hereof) in a manner that adversely affects 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 4.02 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 4.02 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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 respectrespect 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(c)(ii) or 7.1(c)(iii), 7.1(d) or 7.1(e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 67% of the General Partner):Percentage Interests of the Limited Partners and the Special OP Unitholder: (a) a. any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 7.4(d) or 7.1(d) hereof) in a manner that adversely affects adverse to the Limited Partners; (b) 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 4.02 4.3 hereof;; or (c) 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 4.02 4.2 or Section 4.3 hereof; (d) ; and any amendment that would impose on the any Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership; or (e) Partnership 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 Original Limited Partner and the Special OP Unitholder, and any amendment to this Article XI. and provided further, however, that, 11 shall require the written consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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 respectrespect 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 (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d) or 7.1(c) hereof) in a manner that adversely affects 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 4.02 4.2 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 4.02 4.2 hereof;; or (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. and provided further, however, that, that would adversely affect the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation rights of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend Special OP Unitholders under this Agreement in connection with any such transaction consistent with the provisions of this Article XIAgreement.

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 respectrespect 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(c)(ii) or 7.1(c)(iii), 7.1(d) or 7.1(e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 67% of the General Partner):Percentage Interests of the Limited Partners and the Special OP Unitholder: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 7.4(d) or 7.1(d) hereof) in a manner that adversely affects 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 4.02 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 4.02 4.2 hereof; (d) ; and any amendment that would impose on the any Limited Partners Partner any obligation to make additional Capital Contributions to the Partnership; or (e) Partnership 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 Original Limited Partner and the Special OP Unitholder, and any amendment to this Article XI. and provided further, however, that, 11 shall require the written consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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 respectrespect or merge or consolidate the Operating Partnership with or into any other Operating Partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Operating Partnership shall require the consent of a Majority in Interest (other Limited Partners the consent of Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the OP Unitholders that are Limited Partners and more than 70% of the Preferred Operating Partnership Units, if any: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d) or 7.1(d) hereof) in a manner that adversely affects 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 Preferred Operating Partnership Units pursuant to Section 4.02 4.2 hereof or Operating Partnership Units pursuant to Section 4.3 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 Preferred Operating Partnership Units pursuant to Section 4.02 4.2 hereof or Operating Partnership Units pursuant to Section 4.3 hereof;; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Operating Partnership; or (e) any amendment to this Article XI. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s written 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 respectrespect 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 written consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the Limited Partners: (a) any amendment affecting the economic relationship between a Class of REIT Shares and a corresponding Class of Partnership Units (if any) or the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d), 7.1(b) or 7.1(c)) in a manner that adversely affects adverse to the Limited PartnersPartners in any material respect; (b) any amendment that would adversely affect the rights of the Limited Partners in any material respect to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof4.3; (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 4.02 hereof4.3; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or or (e) any amendment to this Article XI. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI11.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without with the consent of the Limited Partnersholders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) and the holders of a majority of the Special Partnership Units, may amend this Agreement in any respectrespect 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 7.01(c), (d) or (e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a Majority in Interest majority of the Partnership Units (other than excluding the Partnership Units held by the General Partner or any Subsidiary of the General Partneran Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Exchange Right (except as otherwise provided hereinin Section 8.05(d) or 7.01(d) hereof) in a manner that adversely affects 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 4.02 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 4.02 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of 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; provided, however, that the following amendments shall require the consent of a Majority in Interest Limited Partners (other than the General Partner or any Subsidiary Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General PartnerPartner or any Subsidiary): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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. and provided furtherThe General Partner, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger merge or consolidation of consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b7.01(c), (d) or (ce) hereof and may amend this Agreement in connection with any such transaction consistent with hereof, or (ii) sell the provisions assets of this Article XIthe 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; provided, however, that the following amendments shall require the consent of a Majority in Interest Limited Partners (other than the General Partner Company or any Subsidiary of the Company or General Partner) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company or any Subsidiary of the Company or General Partner): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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. and provided further, however, that, that the following amendments shall require the consent of Limited Partners (other than those held by the Company or any Subsidiary of the Company or General Partner) holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation 66.66% of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent Percentage Interests of the Limited Partners, may cause Partners (i) other than those held by the merger Company or consolidation any Subsidiary of the Partnership with Company or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.General Partner):

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s 's consent shall be required for any amendment to this Agreement. The General Partner, without with the consent of the Limited Partnersholders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) and the holders of a majority of the Special Partnership Units, may amend this Agreement in any respectrespect 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 7.01(c), (d) or (e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a Majority in Interest majority of the Partnership Units (other than excluding the Partnership Units held by the General Partner or any Subsidiary of the General Partneran Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Exchange Right (except as otherwise provided hereinin Section 8.05(d) or 7.01(d) hereof) in a manner that adversely affects 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 4.02 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 4.02 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of 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; provided, however, that the following amendments shall require the consent of a Majority in Interest Limited Partners (other than the General Partner Company or any Subsidiary of the General PartnerCompany) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company or any Subsidiary of the Company): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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. and provided furtherThe General Partner, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger merge or consolidation of 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) the sale of sell any, all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XItransaction.

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; provided, however, that the following amendments shall require the consent of a Majority in Interest Limited Partners (other than the General Partner Company or any Subsidiary Subsidiary) holding more than 50% of the General PartnerClass B Percentage Interests of the Limited Partners (other than those held by the Company or any Subsidiary): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided herein) in a manner that adversely affects 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 4.02 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 4.02 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 XIXII. and provided furtherThe General Partner, however, that, without the consent of the Limited Partners holding more than a Majority in Interest shall be required in the case of Partners, may (i) the merger merge or the consolidation of consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of sell the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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 respectrespect (including, without limitation, in connection with the adoption of one more equity compensation arrangements or plans and the authorization, creation, designation and issuance of one or more classes or series of equity securities in connection therewith or otherwise) 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 the General Partner and holders of a Majority in Interest majority of the Common Units (other than the General Partner Class M Units and the Class P Units, except as otherwise provided in Exhibit C or any Subsidiary of the General PartnerExhibit D, as applicable): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Exchange Right or the terms of Exhibit C (except as otherwise provided hereinin Section 8.4(d) or 7.1(c) or Exhibit C hereof) in a manner that adversely affects 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 4.02 4.2 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 4.02 4.2 hereof;; or (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. and provided further, however, that, the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI.

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 respectrespect 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 (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders; ​ (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d) or 7.1(c) hereof) in a manner that adversely affects 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 4.02 4.2 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 4.02 4.2 hereof;; or (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. and provided further, however, that, that would adversely affect the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation rights of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend Special OP Unitholders under this Agreement in connection with any such transaction consistent with the provisions of this Article XIAgreement.

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 respectrespect 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 (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of a Majority in Interest (other Limited Partners holding more than the General Partner or any Subsidiary 50% of the General Partner):Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided hereinin Section 8.5(d) or 7.1(c) hereof) in a manner that adversely affects 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 4.02 4.2 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 4.02 4.2 hereof;; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or. (ea) any amendment to this Article XI. and provided further, however, that, that would adversely affect the consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation rights of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend Special OP Unitholders under this Agreement in connection with any such transaction consistent with the provisions of this Article XIAgreement.