87
Section 13.7.
Reasonable Time for Winding Up
A reasonable time shall be allowed for the orderly winding up of the business
and affairs of the Partnership and the liquidation of its assets pursuant to
Section 13.2 hereof, in order to minimize any losses otherwise attendant upon
such winding up, and the provisions of this Agreement shall remain in effect
between the Partners during the period of liquidation.
Section 13.8.
Waiver of Partition
Each Partner hereby waives any right to partition of the Partnership property.
Section 13.9.
Liability of Liquidator
Any Liquidator shall be indemnified and held harmless by the Partnership in the
same manner and to the same degree as an Indemnitee may be indemnified pursuant
to Section 7.7 hereof.
ARTICLE XIV - AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
Section 14.1.
Amendments
A.
SUBJECT TO SECTION 14.1.B, THE GENERAL PARTNER SHALL HAVE THE
POWER, WITHOUT THE CONSENT OF THE LIMITED PARTNERS, TO AMEND THIS AGREEMENT AT
ITS SOLE DISCRETION.
THE GENERAL PARTNER SHALL PROVIDE PROMPT WRITTEN NOTICE TO
THE LIMITED PARTNERS FOLLOWING THE TAKING OF ANY SUCH ACTION UNDER THIS
SECTION 14.1.A.
B.
NOTWITHSTANDING SECTION 14.1.A, AND SUBJECT TO SECTION 8.7.B(1),
THIS AGREEMENT SHALL NOT BE AMENDED WITHOUT THE CONSENT OF EACH PARTNER
ADVERSELY AFFECTED IF SUCH AMENDMENT WOULD (I) CONVERT A LIMITED PARTNER'S
INTEREST IN THE PARTNERSHIP INTO A GENERAL PARTNER INTEREST; (II) MODIFY THE
LIMITED LIABILITY OF A LIMITED PARTNER IN A MANNER ADVERSE TO SUCH LIMITED
PARTNER; (III) ALTER RIGHTS OF THE PARTNER (EXCEPT IN CONNECTION WITH THE
ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS AND THE RELATIVE RIGHTS, POWERS AND
DUTIES INCIDENT THERETO) TO RECEIVE DISTRIBUTIONS PURSUANT TO ARTICLE V OR
ARTICLE XIII HEREOF OR THE ALLOCATIONS SPECIFIED IN ARTICLE VI AND EXHIBITS B
AND C HERETO (EXCEPT AS PERMITTED PURSUANT TO SECTION 4.2 AND TO SET FORTH AND
REFLECT IN THE AGREEMENT THE DESIGNATIONS, RIGHTS, POWERS, DUTIES, AND
PREFERENCES OF THE HOLDERS OF ANY ADDITIONAL PARTNERSHIP INTERESTS ISSUED
PURSUANT TO SECTION 4.2.A HEREOF); (IV) ALTER OR MODIFY THE REDEMPTION RIGHTS
AND REIT SHARES AMOUNT AS SET FORTH IN SECTIONS 8.6 - 8.10 (INCLUSIVE) AND
11.2.B HEREOF, AND THE RELATED DEFINITIONS, IN A MANNER ADVERSE TO SUCH PARTNER;
(V) ALTER OR MODIFY ARTICLE X HEREOF AND THE SCHEDULES OR DEFINITIONS RELATED
THERETO, (VI) CAUSE THE TERMINATION OR LIQUIDATION OF THE PARTNERSHIP PRIOR TO
THE TIME SET FORTH IN SECTION 2.5 OR 13.1 HEREOF, (VII) ALTER OR MODIFY ANY OF
SECTIONS 7.1.B, 7.3.B, 7.12, 8.7, 8.8, 8.10 OR THE RESPECTIVE SCHEDULES,
EXHIBITS AND DEFINITIONS RELATED TO EACH OF THE FOREGOING, OR (VIII) AMEND THIS
SECTION 14.1.B.
FOR THE AVOIDANCE OF DOUBT, FOR PURPOSES OF THIS
SECTION 14.1.B, EACH PARTICIPATING LIMITED PARTNER SHALL BE TREATED AS ADVERSELY
AFFECTED BY ANY AMENDMENT TO THE SECTIONS REFERRED TO IN CLAUSE (VII) OF THE
PRECEDING SENTENCE OR ANY AMENDMENT TO ARTICLE V (INCLUDING THE CLASS A
PREFERRED RETURN AMOUNT) THAT WOULD REDUCE OR ELIMINATE THE POSSIBILITY OF
DISTRIBUTIONS ON SUCH UNITS DECREASING.
88
Section 14.2.
Meetings of the Partners and Action