OR ANY RIGHTS, WARRANTS OR OPTIONS
TO ACQUIRE, ANY SUCH VOTING SECURITIES, SHARES OF BENEFICIAL INTEREST,
PARTNERSHIP INTERESTS, OTHER OWNERSHIP INTERESTS OR CONVERTIBLE SECURITIES;
(C)
AMEND THE GOVERNING DOCUMENTS;
(D)
MERGE OR CONSOLIDATE WITH ANY OTHER PERSON;
(E)
IN ANY TRANSACTION OR SERIES OF
TRANSACTIONS INVOLVING CAPITAL, SECURITIES OR OTHER ASSETS OR INDEBTEDNESS OF
ANY SUBJECT ENTITY, WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT OF THE
OPERATING PARTNERSHIP: (I) SELL, LEASE (EXCLUDING TENANT LEASES, LETTERS OF
INTENT OR AGREEMENTS RELATED THERETO FOR WHICH A NOTICE IS REQUIRED PURSUANT TO
THIS AGREEMENT) OR OTHERWISE DISPOSE OF THE PROPERTY (OR ANY INTERESTS THEREIN
OR PORTIONS THEREOF) OR ANY OTHER MATERIAL ASSETS OR BUSINESSES, OR ASSIGN OR
ENCUMBER THE RIGHT TO RECEIVE INCOME, DIVIDENDS, DISTRIBUTIONS AND THE LIKE FROM
SUCH ASSETS OR BUSINESSES; OR (II) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR
GUARANTEE ANY SUCH INDEBTEDNESS OF ANOTHER PERSON, ISSUE OR SELL ANY DEBT
SECURITIES OR WARRANTS OR OTHER RIGHTS TO ACQUIRE ANY
29
DEBT SECURITIES OF THE SUBJECT ENTITIES, ENTER INTO ANY "KEEP WELL" OR OTHER
ARRANGEMENTS TO MAINTAIN ANY FINANCIAL STATEMENT CONDITION OF ANOTHER PERSON OR
ENTER INTO ANY ARRANGEMENT HAVING THE ECONOMIC EFFECT OF ANY OF THE FOREGOING,
PREPAY OR REFINANCE ANY INDEBTEDNESS OR MAKE ANY LOANS, ADVANCES OR CAPITAL
CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY OTHER PERSON;
(F)
MAKE ANY TAX ELECTION (UNLESS REQUIRED BY
LAW OR NECESSARY TO PRESERVE THE STATUS OF EACH SUBJECT ENTITY FOR FEDERAL
INCOME TAX PURPOSES EITHER AS A PARTNERSHIP OR AN ENTITY THAT IS DISREGARDED AS
A SEPARATE ENTITY);
(G)
(I) CHANGE IN ANY MATERIAL MANNER ANY OF ITS
METHODS, PRINCIPLES OR PRACTICES OF ACCOUNTING FROM THOSE UPON WHICH THE SUBJECT
ENTITY FINANCIAL STATEMENTS WERE PREPARED OR (II) MAKE OR RESCIND ANY EXPRESS OR
DEEMED ELECTION RELATING TO TAXES, SETTLE OR COMPROMISE ANY CLAIM, ACTION, SUIT,
LITIGATION, PROCEEDING, ARBITRATION, INVESTIGATION, AUDIT OR CONTROVERSY
RELATING TO TAXES, EXCEPT IN THE CASE OF SETTLEMENTS OR COMPROMISES RELATING TO
CERTIORARI PROCEEDINGS WITH RESPECT TO REAL ESTATE TAXES FOR ANY YEARS FOR WHICH
THE APPLICABLE REAL ESTATE TAX RETURNS ARE NOT CLOSED, OR CHANGE ANY OF ITS
METHODS OF REPORTING INCOME OR DEDUCTIONS FOR FEDERAL INCOME TAX RETURNS FOR THE
MOST RECENTLY COMPLETED TAXABLE YEAR EXCEPT, IN THE CASE OF CLAUSE (I), AS MAY
BE REQUIRED BY THE COMMISSION, APPLICABLE LAW OR GAAP;
(H)
SUBJECT TO SECTION 6.3(I), PAY, DISCHARGE,
SETTLE OR SATISFY ANY CLAIMS, LIABILITIES OR OBLIGATIONS (ABSOLUTE, ACCRUED,
ASSERTED, CONTINGENT OR OTHERWISE), OTHER THAN THE PAYMENT, DISCHARGE OR
SATISFACTION OF ANY OF THE FOREGOING IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE OR IN ACCORDANCE WITH THEIR TERMS, OF LIABILITIES
REFLECTED OR RESERVED AGAINST IN, OR CONTEMPLATED BY, THE SUBJECT ENTITY
FINANCIAL STATEMENTS (OR THE NOTES THERETO) OR INCURRED IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(I)
SETTLE ANY LITIGATION CLAIMS AGAINST THE
SUBJECT ENTITIES THAT ARE NOT COVERED BY INSURANCE (OTHER THAN DEDUCTIBLES),
INCLUDING ANY CLASS ACTION OR OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH
THE