Common use of CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS Clause in Contracts

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 and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE Management Company waives and relinquishes all rights and benefits otherwise afforded to the SPE Management Company (a) under the its Organizational Documents of the SPE including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option option, or similar parallel exit or dissenter rights in connection with an IPO the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE Management Company of their SPE LLC Management Company Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate thereof and any and all notice provisions related thereto and (b) for claims against YPI, the REIT or the Operating Partnership any OP Party 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 any applicable Organizational Documents. The SPE Management Company 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 Management Company or other agreements among one or more holders of such SPE LLC Management Company Interests or one or more of the members of the SPEManagement Company. With respect to the SPE Management Company and each property in which a SPE LLC Interest of the SPE represents Management Company Interests represent a direct or indirect interest, the SPE Management Company 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 Transactions relating to the SPE Management Company or such property. In addition, the Management Company agrees that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of the SPE Management Company 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 SPEManagement Company, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE Contributor, on its own behalf and, to the extent permitted to do so pursuant to a Consent Form or otherwise, on behalf of each Nominee, waives and relinquishes all rights and benefits otherwise afforded to the SPE Contributor and such Nominees (a) under the Organizational Documents of the SPE Contributed Entities including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option option, or similar parallel exit or dissenter rights in connection with an IPO the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members other equity holders of the SPE Contributed Entities of their SPE LLC Interests the Contributed Assets to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate thereof and any and all notice provisions related thereto thereto, (b) to the extent permissible under applicable Laws, any statutory rights with respect to the Contributed Assets or the Contributed Entities and (bc) 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 any applicable Organizational Documents. The SPE acknowledges Contributor acknowledges, on its own behalf and, to the extent permitted to do so pursuant to a Consent Form or otherwise, on behalf of each Nominee, 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 any Contributed Entity or other agreements among one or more holders of such SPE LLC Interests Contributed Assets or one or more of the partners or members of the SPEany Contributed Entity. With respect to the SPE each Contributed Entity and each property in which a SPE LLC Interest of the SPE represents a direct or indirect interestContributed Property, the SPE Contributor expressly gives gives, on its own behalf and, to the extent permitted to do so pursuant to a Consent Form or otherwise, on behalf of each Nominee, 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 Transactions relating to the SPE such Contributed Entity or propertyContributed Property. In addition, the Contributor agrees, on its own behalf and, to the extent permitted to do so pursuant to a Consent Form or otherwise, on behalf of each Nominee, that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of the SPE applicable Contributed Entity 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 SPEany Contributed Entity, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE RESI waives and relinquishes all rights and benefits otherwise afforded to the SPE (a) RESI under the its 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 dissenters’ rights in connection with an the Formation Transactions and the IPO and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE RESI of their SPE LLC RESI Equity Interests to in connection with the Operating Partnership, the REIT or any direct or indirect subsidiary thereof Merger 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 Documentsthereto. The SPE RESI 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 RESI or other agreements among between one or more holders of such SPE LLC RESI Equity Interests or one or more of the members of the SPEand RESI and/or Provident. With respect to the SPE RESI and each property Property in which a SPE LLC RESI Equity Interest of the SPE represents a direct or indirect interest, the SPE RESI 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 Transactions relating to the SPE RESI or propertysuch 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 RESI 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 SPERESI, which shall remain in full force and effect without modification.

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 its 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 the Formation Transactions and the IPO and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE of their SPE LLC Equity Interests to the Operating Partnership, the REIT Partnership or any direct or indirect subsidiary Affiliate 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 DocumentsAffiliates. 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 Equity Interests or one or more of the members equity holders of the SPE. With respect to the SPE and each property Property in which a an SPE LLC Equity 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 Transactions relating to the SPE or propertysuch 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 and effect without modification.

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 its 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 the Formation Transactions and the IPO and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE of their SPE LLC Equity Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate 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 DocumentsAffiliates. 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 Equity Interests or one or more of the members equity holders of the SPE. With respect to the SPE and each property Property in which a an SPE LLC Equity 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 Transactions relating to the SPE or propertysuch 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 and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, each of the SPE Forward REIT Merger Entities waives and relinquishes all rights and benefits otherwise afforded to the SPE such Forward REIT Merger Entity (a) under the its 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 the Formation Transactions and the IPO and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE such Forward REIT Merger Entity of their SPE LLC Forward REIT Merger Entity Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate 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 Affiliates. Each of the applicable Organizational Documents. The SPE Forward REIT Merger Entities 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 each of the SPE Forward REIT Merger Entities or other agreements among one or more holders of such SPE LLC Forward REIT Merger Entities Interests or one or more of the members partners or members, as applicable, of any of the SPEForward REIT Merger Entities. With respect to each of the SPE Forward REIT Merger Entities and each property Property in which a SPE LLC Interest of the SPE represents Forward REIT Merger Entity Interests represent a direct or indirect interest, each of the SPE Forward REIT Merger Entities expressly gives give 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 Transactions relating to the SPE such Forward REIT Merger Entity or propertysuch Property. In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of each of the SPE Forward REIT Merger Entities 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 any of the SPEForward REIT Merger Entities, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE RIF V Fund waives and relinquishes all rights and benefits otherwise afforded to the SPE RIF V Fund (a) under the its Organizational Documents of the SPE including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option option, or similar parallel exit or dissenter rights in connection with an IPO the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE RIF V Fund of their SPE LLC RIF V Fund Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate 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 any applicable Organizational Documents. The SPE RIF V Fund 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 RIF V Fund or other agreements among one or more holders of such SPE LLC RIF V Fund Interests or one or more of the members of the SPERIF V Fund. With respect to the SPE RIF V Fund and each property Property in which a SPE LLC Interest of the SPE represents RIF V Fund Interests represent a direct or indirect interest, the SPE RIF V Fund 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 Transactions relating to the SPE RIF V Fund or propertysuch Property. In addition, the RIF V Fund agrees that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of the SPE RIF V Fund 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 SPERIF V Fund, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, each of the SPE Forward OP Merger Entities waives and relinquishes all rights and benefits otherwise afforded to the SPE such Forward OP Merger Entity (a) under the its 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 the Formation Transactions and the IPO and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any partner or member, as applicable, of the SPE such Forward OP Merger Entity of their SPE LLC Forward OP Merger Entity Interests to the Operating Partnership, the REIT Partnership or any direct or indirect subsidiary Affiliate 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 Affiliates. Each of the applicable Organizational Documents. The SPE Forward OP Merger Entities 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 each of the SPE Forward OP Merger Entities or other agreements among one or more holders of such SPE LLC Forward OP Merger Entities Interests or one or more of the members partners or members, as applicable, of any of the SPEForward OP Merger Entities. With respect to each of the SPE Forward OP Merger Entities and each property Property in which a SPE LLC Interest of the SPE represents Forward OP Merger Entity Interests represent a direct or indirect interest, each of the SPE Forward OP Merger Entities expressly gives give 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 Transactions relating to the SPE such Forward OP Merger Entity or propertysuch Property. In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of each of the SPE Forward OP Merger Entities 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 any of the SPEForward OP Merger Entities, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE Contributor waives and relinquishes all rights and benefits otherwise afforded to the SPE Contributor (a) under the Organizational Documents of governing the SPE Contributed Interest including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option option, or similar parallel exit or dissenter rights in connection with an IPO the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members other holders of interests similar to the SPE Contributed Interest of their SPE LLC Interests such interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate thereof and any and all notice provisions related thereto thereto, (b) to the extent permissible under applicable Laws, any statutory rights with respect to the Contributed Interest and (bc) 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 any applicable Organizational Documents. The SPE Contributor 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 governing the SPE or other agreements among one or more holders of such SPE LLC Interests or one or more of the members of the SPEContributed Interest. With respect to the SPE and each property in entity to which a SPE LLC the Contributed Interest of the SPE represents a direct or indirect interestrelate, the SPE Contributor 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 Transactions relating to the SPE or propertysuch entity. In addition, the Contributor agrees that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of governing the SPE Contributed Interest 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 governing the SPEContributed Interest, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, YIP and each of the SPE SAE Entity Members waives and relinquishes all rights and benefits otherwise afforded to the SPE YIP or such SAE Entity Member (a) under the its Organizational Documents of the SPE Documents, as applicable, 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 any partner or member, as applicable, of the SPE YIP or such SAE Entity Member of their SPE LLC YIP Interests or SAE Entity Member Interests, as applicable, to the Operating Partnership, the REIT or any direct or indirect subsidiary thereof Partnerships 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 YIP or any SPE Subsidiary SAE Entity Member 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 YIP and each of the SAE Entity Members acknowledge 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 YIP and each of the SPE SAE Entity Members or other agreements among one or more holders of such SPE LLC YIP Interests or the SAE Entity Members Interests or one or more of the members partners or members, as applicable, of YIP or any of the SPESAE Entity Members. With respect to YIP and each of the SPE SAE Entity Members and each property in which a SPE LLC Interest of the SPE represents YIP Interests or SAE Entity Member Interests represent a direct or indirect interest, YIP and each of the SPE SAE Entity Members expressly gives give all consents (and any consents necessary to authorize the proper parties in interest to give all consents) and waivers it is they are entitled to give that are necessary or desirable to facilitate the contribution or other Formation Transaction relating to the SPE YIP, such SAE Entity Member or such property. In addition, if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of YIP and each of the SPE SAE Entity Members 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 YIP and each of the SPESAE Entity Members, which shall remain in full force and effect without modification.

CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, the SPE waives FP Land and relinquishes Xxxxxxx Xxxxx Farms waive and relinquish all rights and benefits otherwise afforded to the SPE FP Land (a) under the its 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 the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by the members any equity holder of the SPE FP Land of their SPE LLC FP Land Interests to the Operating Partnership, the REIT or any direct or indirect subsidiary Affiliate 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 any applicable Organizational Documents. The SPE acknowledges FP Land and Xxxxxxx Xxxxx Farms acknowledge 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 FP Land or other agreements among one or more holders of such SPE LLC FP Land Interests or one or more of the members of the SPEFP Land. With respect to the SPE FP Land and each property Property in which a SPE LLC Interest of the SPE represents FP Land Interests represent a direct or indirect interest, the SPE FP Land hereby 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 Transactions relating to the SPE FP Land or propertysuch Property. In addition, FP Land and Xxxxxxx Xxxxx Farms agree that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of the SPE FP Land to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the likelike such that any apparent conflict shall be resolved in favor of the terms hereof. 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 SPEFP Land, which shall shall, in that event, remain in full force and effect without modification.