Amendments and Assignment; Approvals Clause Samples

Amendments and Assignment; Approvals. Except with respect to any changes which do not materially adversely affect the rights of Holders of the Partnership Preferred Securities (in which case no consent of Holders will be required), this Partnership Guarantee may only be amended with the prior approval of the Holders of not less than a Majority in liquidation preference of the Partnership Preferred Securities; provided, however, that so long as the Property Trustee of the Trust is the Holder of the Partnership Preferred Securities, such amendment will not be effective without the prior approval of the holders of a Majority in liquidation amount of the Trust Preferred Securities. The provisions of Section 14.3 of the Agreement of Limited Partnership with respect to meetings and written consents of Holders of the Partnership Preferred Securities, and the provisions of Section 13.2 of the Trust Agreement with respect to meetings and written consents of holders of the Trust Preferred Securities, respectively, apply to the giving of such approval. The Guarantor may not assign its rights or delegate its obligations under this Partnership Guarantee without the prior approval of the Holders of at least a Majority in liquidation preference of the Partnership Preferred Securities.