Common use of Notwithstanding Sections 14 Clause in Contracts

Notwithstanding Sections 14. 2.2 and 14.2.3 hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Section 5 or Section 13.2.1 hereof, or alter the allocations specified in Section 6 hereof (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 and 14.2.3 hereof), (iv) alter or modify the Redemption rights, Redemption Cash Amount, REIT Consideration, or Common Shares Amount as set forth in Sections 8.5 and 11.2 hereof (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 and 14.2.3 hereof), or amend or modify any related definitions (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 and 14.2.3 hereof), (v) permit the removal of the General Partner without its consent or (vi) amend this Section 14.2.4; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units (including the Class A Convertible Preferred Units) on a uniform or pro rata basis (in which event such amendment shall require approval by a majority of the Partnership Units of such class or series). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 14.2 without the Consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.

Notwithstanding Sections 14. 2.2 and 14.2.3 hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Section 5 or Section 13.2.1 hereof, or alter the allocations specified in Section 6 hereof (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 6.2.3 and 14.2.3 hereof), (iv) alter or modify the Redemption rights, Redemption Cash Amount, REIT Consideration, or Common Shares Amount as set forth in Sections 8.5 and 11.2 hereof (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 6.2.3 and 14.2.3 hereof), or amend or modify any related definitions (except, in any case, as permitted pursuant to Sections 4.3, 5.5, 6.2.1 6.2.3 and 14.2.3 hereof), (v) permit the removal of the General Partner without its consent or (vi) amend this Section 14.2.4; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units (including the Class A Convertible Preferred Units) on a uniform or pro rata basis (in which event such amendment shall require approval by a majority of the Partnership Units of such class or series). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 14.2 without the Consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.