Common use of Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests Clause in Contracts

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or any sale of such Partnership Interests to Robert F. Maguire III (or his designee). Each Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interest, each Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership Units directly from the Partnership if the Partnership or one or more of the Partnership's subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors contributing their Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors receiving any amount hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If the Closing does not occur, nothing in this Agreement shall be deemed to or construed as an amendment or modification of, or commitment of any kind to amend or modify the Partnership Agreements which shall remain in full force and effect without modification. (b) As used herein, the term "Conveyance Action" means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or any sale of such Partnership Interests to Robert F. Maguire III (or his designee)thereof. Each Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interest, each such Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership Units directly from the Partnership if the Partnership or one or more of the Partnership's subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors such Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors such Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing transaction occurs this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to or construed as an amendment or modification of, or commitment of any kind to amend or modify modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "Conveyance Action" means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interest, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or any sale of such Partnership Interests to Robert F. Maguire III (or his designee). Each Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interest, each Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership Units directly from the Partnership if the Partnership or one or more of the Partnership's subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors contributing their Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors receiving any amount hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If the Closing does not occur, nothing in this Agreement or the RFM Option Agreement shall be deemed to or construed as an amendment or modification of, or commitment of any kind to amend or modify the Partnership Agreements which shall remain in full force and effect without modification. (b) As used herein, the term "Conveyance Action" means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes all rights and benefits otherwise afforded to such the Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto. Each The Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division Contribution or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest by any means permitted hereunder (including, without limitation, by Direct Contribution or by merger) or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose; provided, however, that any change in the structure of the Conveyance Action shall not materially and adversely affect the Contributor in any way, including, without limitation, by impacting the tax treatment to the Contributor, without the prior written consent of the Contributor which consent may not be unreasonably withheld.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes all rights and benefits otherwise afforded to such the Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto. Each The Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such the Contributor represents a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interest, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor Nominee waives and relinquishes all rights and benefits (if any) otherwise afforded to such Contributor Nominee under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Nominee in connection with the Excluded Assets. Each Contributor acknowledgxx xxxx xxx xxxxxments Nominee 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interestProperty, each Contributor the applicable Nominee 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 (if any) that are necessary or desirable to (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units and/or Series A Preferred OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors contributing their Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Nominee receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is the Contributor or a Contributor hereunderNominee) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the Contributor or any Nominee, without the prior written consent of the Contributor or such Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Contributors in connection with the Excluded Assets. Each Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each Contributor the Contributors expressly gives give all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers they are entitled to give that are necessary or desirable to (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors each Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors either Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the Contributors in any way, including, without limitation, by impacting the tax treatment to the Contributors, without the prior written consent of the Contributors, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes all rights and benefits otherwise afforded to such the Contributor under any the Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each the Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Contributors in connection with the Excluded Assets. Each The Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such the Partnership Interests or one or more of the partners of any such the Partnership. With respect to each the Partnership and each the Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such the Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties Property to the Operating Partnership, and (iii) allow Contributors nominate the Nominees to receive Partnership shares of Common Stock and/or OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Nominees receiving any amount reduced hereunder from such the Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any the Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any the Partnership having a direct or indirect ownership interest in any Propertythe Property Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such the Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the Contributor or any Nominee, without the prior written consent of the Contributor or such Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such the Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such the Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Contributors in connection with the Excluded Assets. Each Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a the Partnership Interest Interests of such Contributor represents represent a direct or indirect interest, each the applicable 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors nominate the Nominees to receive Partnership shares of Common Stock and/or OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Nominees receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the applicable Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the Contributor or any Nominee, without the prior written consent of such Contributor or such Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes Glenborough GP waive and relinquish all rights and benefits otherwise afforded to such the Contributor and Glenborough GP under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Contributors in connection with the Excluded Assets. Each The Contributor acknowledgxx xxxx xxx xxxxxments and Glenborough GP 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units and Series A Preferred OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the Contributor or any Nominee, without the prior written consent of the Contributor or such Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor Nominee waives and relinquishes all rights and benefits (if any) otherwise afforded to such Contributor Nominee under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Nominee in connection with the Excluded Assets. Each Contributor acknowledgxx xxxx xxx xxxxxments Nominee 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interestProperty, each Contributor the applicable Nominee 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 (if any) that are necessary or desirable to (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units and/or Common Stock directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors contributing their Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Nominee receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any PropertyProperty Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a Contributor hereunderNominee) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the applicable Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the applicable Contributor or any Nominee, without the prior written consent of such Contributor or Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes all rights and benefits otherwise afforded to such the Contributor under any the Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each the Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto, except for any rights and benefits retained by the Contributors in connection with the Excluded Assets. Each The Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such the Partnership Interests or one or more of the partners of any such the Partnership. With respect to each the Partnership and each the Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such the Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties Property to the Operating Partnership, and (iii) allow Contributors nominate the Nominees to receive Partnership shares of Common Stock and/or OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Nominees receiving any amount reduced hereunder from such the Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any the Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any the Partnership having a direct or indirect ownership interest in any Propertythe Property Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such the Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the Contributor or any Nominee, without the prior written consent of the Contributor or such Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such the Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such the Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose. (c) As used herein, the term “Consents” means, with respect to any the Partnership or Property, any consent necessary or desirable under the Partnership Agreement or any other agreement among all or any of the holders of interests therein or any other agreement relating thereto or referred to therein (i) to cause the Partnership to have authority to permit any and all Conveyance Actions relating to the Partnership or Property or to amend any the Partnership Agreement and/or other agreements so that no provision thereof prohibits, restricts, impairs or interferes with any Conveyance Action (such amendments to include, without limitation, the deletion of provisions which cause a default under such agreement if interests therein are transferred for cash), (ii) to admit the Operating Partnership as a substitute member or partner of the Partnership upon the Operating Partnership’s acquisition of the Partnership Interests therein, respectively, and to adopt such amendment as is necessary or desirable to effect such admission, (iii) to adopt any amendment to the Partnership Agreement as may be reasonably be deemed desirable by the Operating Partnership, either simultaneously with or immediately prior to the acquisition of any interest therein, and (iv) to continue the Partnership following the transfer of interest therein to the Operating Partnership. (d) As used herein, the term “Waivers” means, with respect to the Partnership or the Property in which the Partnership Interests represent a direct or indirect interest, the waiving of any and all rights that the Contributor may have with respect to, and (to the extent controlled by the Contributor) that any such other Person may have with respect to, or that may accrue to the Contributor or such other controlled Person upon the occurrence of, a Conveyance Action relating to the Partnership or Property, including, but not limited to, the following rights: rights of notice, rights to response periods, rights to purchase the direct or indirect interests of another partner in the Partnership or Property or to sell the Contributor’s or other Person’s direct or indirect interest therein to another partner, rights to sell the Contributor’s or other Person’s direct or indirect interest therein at a price other than as provided herein, or rights to prohibit, limit, invalidate, otherwise restrict or impair any such Conveyance Action or to cause a termination or dissolution of the Partnership because of such Conveyance Action. The Contributor further covenants that it will take no action to enjoin, or seek damages resulting from, any Conveyance Action by any holder of a direct or indirect interest in the Partnership or the Property in which the Partnership Interests represent a direct or indirect interest.

Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each the Contributor waives and relinquishes all rights and benefits otherwise afforded to such the Contributor under any Partnership Agreement including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, and any right to consent to or approve of the sale or contribution by the other partners or members of each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or and any sale of such Partnership Interests to Robert F. Maguire III (or his designee)and all notice provisions related thereto. Each The Contributor acknowledgxx xxxx xxx xxxxxments 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, certain Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a the Partnership Interest of such Contributor represents Interests represent a direct or indirect interest, each the 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 (i) facilitate any Conveyance Action (as hereinafter defined) relating to such Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership OP Units directly from the Partnership if the Partnership or one or more of the Partnership's ’s subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors Contributor contributing their its or his Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors the Contributor receiving any amount reduced hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit D) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to any Partnership Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like. If In the Closing does 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 modify, the Partnership Agreements Agreements, which shall remain in full force and effect without modification. (b) As used herein, the term "“Conveyance Action" ” means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a the Contributor hereunder) directly, by Direct Contribution, Merger, Division Subsidiary Contribution or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Subsidiary Contribution shall not materially and adversely affect the Contributor in any way, including, without limitation, by impacting the tax treatment to the Contributor, without the prior written consent of the Contributor which consent may not be unreasonably withheld, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person Person that grants to such person Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.