CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE waives and relinquishes all rights and benefits otherwise afforded to the SPE (a) under the Organizational Documents of the SPE including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option or similar parallel exit or dissenter rights in connection with an IPO and any right to consent to or approve of the sale or contribution by the members of the SPE of their SPE LLC Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary thereof and any and all notice provisions related thereto and (b) for claims against YPI, the REIT or the Operating Partnership for breach by the SPE or any SPE Subsidiary or any of their respective present or former officers, directors, managing members, general partners or Affiliates of their fiduciary duties or similar obligations (including duties of disclosure) to any of their respective present or former shareholders, members, partners, equity interest holders or Affiliates or the terms of the applicable Organizational Documents. The SPE acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, the Organizational Documents of the SPE or other agreements among one or more holders of such SPE LLC Interests or one or more of the members of the SPE. With respect to the SPE and each property in which a SPE LLC Interest of the SPE represents a direct or indirect interest, the SPE expressly gives all consents (and any consents necessary to authorize the proper parties in interest to give all consents) and waivers it is entitled to give that are necessary or desirable to facilitate the contribution or other Formation Transaction relating to the SPE or property. In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of the SPE to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Organizational Documents of the SPE, which shall remain in full force...
CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, DST hereby waives and relinquishes all rights and benefits otherwise afforded to DST (a) under the Organizational Documents including, without limitation, any rights of appraisal, buy/sell agreements, put, option or similar parallel exit or dissenter rights and any right to consent to or approve of the sale or contribution or other transaction undertaken by any DST Investor and (b) for claims against the Operating Partnership for breach by any of its present or former officers, general partners or Affiliates of their fiduciary duties or similar obligations (including duties of disclosure) to any of their respective present or former partners, equity interest holders or Affiliates.
