Common use of Amendments Without Consent Clause in Contracts

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4): (a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consent; (b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee; (c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "Blue Sky" Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders; (d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders; (e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (i) so as to revise the date upon which each Shareholder's distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations thereof; (f) to change the name of the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee of such change in name); (g) to take such steps as the Board of Trustees or the Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not taxable as a corporation for federal income tax purposes. The Board of Trustees are each empowered to amend such provisions to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgated, administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14, the Board of Trustees shall be entitled to rely upon the advice of the accountants or counsel as described above in making such amendment or amendments; and (h) to reflect any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption granted in connection with the issuance of a class or series of Shares not outstanding as of the date of this Trust Agreement. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoption.

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4): (a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consent; (b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee; (c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "Blue Sky" Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders; (d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders; (e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (ia) so as to revise the date upon which each Shareholder's distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (iib) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations thereof; (f) to change the name of the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee of such change in name); (g) to take such steps as the Board of Trustees or the Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not taxable as a corporation for federal income tax purposes. The Board of Trustees are each empowered to amend such provisions to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgated, administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14, the Board of Trustees shall be entitled to rely upon the advice of the accountants or counsel as described above in making such amendment or amendments; and (h) to reflect any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends preferences or other distributions qualifications and terms and conditions of redemption privileges granted in connection with the issuance of a class or series of Shares not outstanding as of the date of this Trust Agreement. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoption.

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "“Percentage Interest" ” and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4): (a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's ’s consent; (b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee; (c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "“Blue Sky" ” Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders; (d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders; (e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (i) so as to revise the date upon which each Shareholder's ’s distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations thereof; (f) to change the name of the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee of such change in name); (g) to take such steps as the Board of Trustees or the a Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not taxable as a corporation for federal income tax purposes. The Board of Trustees are each empowered to amend such provisions to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgated, administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14, the Board of Trustees shall be entitled to rely upon the advice of the accountants or counsel as described above in making such amendment or amendments; and; (h) to reflect any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption granted in connection with the issuance of a class or series of Shares; and (i) to reduce the number of Shares authorized to be issued by the Trust provided, however, that any such reduction shall not reduce the number of authorized Shares below the number of Shares issued and outstanding as of the date of this Trust Agreementat such time. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoption.

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4): (a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consent; (b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee; (c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "Blue Sky" Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders; (d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders; (e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (i) so as to revise the date upon which each Shareholder's distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations thereof; ; (f) to change the name of the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee of such change in name); (g) to take such steps as the Board of Trustees or the Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not taxable as a corporation for federal income tax purposes. The Board of Trustees are each empowered to amend such provisions to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgated, administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14, the Board of Trustees shall be entitled to rely upon the advice of the accountants or counsel as described above in making such amendment or amendments; and (h) to reflect any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption granted in connection with the issuance of a class or series of Shares not outstanding as of the date of this Trust Agreement. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoption.

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant herein (but subject to the definition of "Percentage Interest" limitations contained in Sections 10.3 and Sections 6.1 and 6.710.4), this Trust Agreement and the By-Laws may be amended from time to time by the Board of Trustees Trustees, but without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.410.5): (a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee or their respective Affiliates herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consent; (b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders Shareholders, the Manager or the Registered Trustee; (c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "Blue Sky" Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders; (d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders; (e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (i) so as to revise the date upon which each Shareholder's distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations thereof; (f) to change the name of the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee of such change in name); (gf) to take such steps as the Board of Trustees or the Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not entity taxable as a corporation partnership and not as an association for federal income tax purposes. The Board of Trustees are , in each empowered to amend such provisions case to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgated, promulgated administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14Notwithstanding the foregoing, the Board of Trustees shall be entitled to rely upon the advice of the accountants or counsel as described above in making such no amendment or amendments; and (h) to reflect any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption granted in connection with the issuance of a class or series of Shares not outstanding as of the date of this Trust AgreementAgreement or the By-laws which adversely affects the Registered Trustee may be made without the prior written consent of the Registered Trustee. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoption.

Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees General Partners, without seeking any further approval from the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4):Limited Partners: (a) 15.3.1 to add to the representations, duties or obligations of the Board of Trustees Managing General Partner or the Registered Trustee or their respective its Affiliates or surrender any right or power granted to the Board of Trustees Managing General Partner or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consentLimited Partners; (b) 15.3.2 to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law or with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with law or with the provisions of this Agreement or will not violate any provisions of state securities laws applicable to the Trust Partnership as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee; (c) 15.3.3 to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by of a State "Blue Sky" Commissioner or similar such officialstate securities commission, which addition or deletion is deemed by such Commission or state official commission to be for the benefit or protection of the ShareholdersLimited Partners; (d) 15.3.4 to reflect the addition or substitution of Shareholders Limited Partners or the reduction of Capital Accounts capital accounts upon the return of capital to ShareholdersPartners; (e) 15.3.5 to change the name of the Partnership to any lawful name which it may select; and 15.3.6 upon notice to all ShareholdersLimited Partners, (a) to amend the provisions of Article 9 11 and any other applicable provision of this Trust Agreement Agreement: (i) so as to revise the date upon which each ShareholderPartner's distributive share of Net Income, Net Loss and Distributions of Distributable Cash From Operations is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the TrustPartnership, such amended provisions are not impermissible permissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments amendment to Section 704 of the Code or the regulations thereunder or any judicial or administrative interpretations interpretation thereof; ; and/or (fb) in the event that either (i) the assets of the Partnership would constitute "plan assets" for purposes of ERISA or (ii) the transactions contemplated hereunder would constitute "prohibited transactions" under ERISA or the Code and an exemption for such transactions is not obtainable, or not sought by the Managing General Partner, from the United States Department of Labor, to (x) restructure the Partnership's activities to the extent necessary to comply with any exemption in any final plan asset regulation adopted by the Department of Labor or to comply with any requirement the Department of Labor might impose as a condition to granting a prohibited transaction exemption, including, but not limited to, discontinuing sales to tax-exempt investors after a given date and/or restructuring the property management activities of the Partnership, and/or (y) terminate the offering of Units or to compel a dissolution and termination of the Partnership; and (iii) to change ensure that the name provisions of this Agreement will comply with any applicable federal or state legislation enacted after the Trust to any lawful name which it may select (in which case the Trust shall notify the Registered Trustee date of such change in name); (g) to take such steps as the Board of Trustees or the Manager determines are advisable or necessary in order to preserve the tax status of the Trust as an Entity which is not taxable as a corporation for federal income tax purposesthis Agreement. The Board of Trustees are each Managing General Partner is empowered to amend such provisions to the minimum extent necessary or desirable in accordance with the advice of the accountants and/or counsel to comply with any applicable federal or state legislation, rules or regulations enacted or promulgatedrules, regulations, administrative pronouncements or interpretations and/or judicial interpretations thereof after the date of this Trust Agreement. Subject to Article 14, Such amendments made by the Board of Trustees shall be entitled to rely Managing General Partner in reliance upon the advice of the competent accountants or counsel as described above in making shall be deemed to be made pursuant to the fiduciary obligation of the Managing General Partner to the Partnership and Limited Partners, and no such amendment shall give rise to any claim or amendments; and (h) to reflect cause of action by any preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption granted in connection with the issuance of a class or series of Shares not outstanding as of the date of this Trust Agreement. Written notice of any amendments to the Trust Agreement shall be provided to the Registered Trustee within ten days of their adoptionLimited Partner.