Common use of Change of Control/Change in Management Clause in Contracts

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 33% of the total voting power of the then outstanding voting stock of the Borrower; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary of the Borrower shall cease to be the sole general partner of either Operating Partnership.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary If ▇▇▇▇ ▇. ▇▇▇▇▇ ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Administrative Agent within a period of either Operating Partnership180 days.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than excluding the New England Teamsters and Trucking Industry Pension FundPermitted Investors, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 33% forty percent (40.0)% of the total voting power of the then outstanding voting stock of the Borrower;▇▇▇▇▇▇ REIT; or (ii) During any period of 12 twelve (12) consecutive months ending after the Agreement Effective Date, individuals who at the beginning of any such 12twelve-month period constituted the Board of Directors of the Borrower ▇▇▇▇▇▇ REIT (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower ▇▇▇▇▇▇ REIT was approved by a vote of a majority at least fifty percent (50.0%) of the total voting power of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute a majority at least fifty percent (50.0%) of the total voting power of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary of the Borrower shall cease to be the sole general partner of either Operating Partnership.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350% of the total voting power of the then outstanding voting stock of the Borrower; provided, however, that the foregoing shall not apply to (A) the ownership of Borrower’s outstanding voting stock by ▇▇▇▇▇ ▇▇▇▇ regardless of the amount of his beneficial ownership (or the beneficial ownership of any of his affiliates) from and after the Effective Date, and (B) the acquisition of securities that occurs as a result of a public offering of the Borrower’s securities or any financing transaction or series of financing transactions; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower If ▇▇▇▇▇▇ ▇▇▇▇▇▇ or a Wholly Owned Subsidiary ▇▇▇▇ ▇▇▇▇▇▇ cease for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Requisite Lenders within a period of either Operating Partnership90 days.

Change of Control/Change in Management. (i) Any “Except as provided in subsection (v) below, any "person” " or “"group” " (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")), other than the New England Teamsters and Trucking Industry Pension Fund, ) is or becomes the “"beneficial owner” " (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “"beneficial ownership” " of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3325.0% of the total voting power of the then outstanding voting stock Voting Stock of (A) at any time prior to the BorrowerReorganization, APF and (B) at any time following the Reorganization, the New REIT; (ii) During any twelve-month period of 12 consecutive months ending (commencing either before or after the Agreement Date), individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors/Managing Partners of APF shall no longer be composed of individuals (x) who were members of such Board of Directors/Managing Partners on the first date of such period, (y) whose election or nomination to such Board of Directors was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of such Board of Directors or (z) whose election or nomination to such Board of Directors was approved by individuals referred to in clauses (x) and (y) above constituting at the Borrower then in office; ortime of such election or nomination at least a majority of such Board of Directors; (iii) The Borrower If either (A) J▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. shall cease for any reason (including death or a Wholly Owned Subsidiary disability) to occupy and discharge the responsibilities of the Borrower positions of Chairman of the Board or Chief Executive Officer or (B) both of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇ shall cease for any reason (including death or disability) to be occupy and discharge the sole general partner responsibilities of either the positions of Vice Chairman of the Board, or Specified Executive Officer (as hereinafter defined), respectively, of (X) at any time prior to the Reorganization, APF or of both the Parents as to M▇▇▇▇▇▇ ▇▇▇▇ only and (Y) at any time following the Reorganization, the New REIT (for purposes hereof "Specified Executive Officer" shall mean Senior Vice President prior to the Reorganization and Chief Operating Partnership.Officer following the Reorganization); or

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial NAI-1502661059v7 99 ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350.0% of the total voting power of the then outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary If ▇▇▇▇ ▇. ▇▇▇▇▇ ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Administrative Agent within a period of either Operating Partnership180 days.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) The holders of the Securities Exchange Act Equity Interests of 1934the Borrower as set forth on Schedule 6.1(b) hereto shall cease, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), either directly or indirectly, of more than 33to own at least 75% of the total voting power of the then outstanding voting stock Equity Interests of the Borrower; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The If ▇▇▇ ▇. ▇▇▇▇▇ ▇▇ or ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ cease for any reason to be principally involved in the senior management of the Borrower, and the Borrower or shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Requisite Lenders within a Wholly Owned Subsidiary period of 60 days; provided, however, such period shall be increased to 180 days in the event the reason for such failure to be principally involved in the senior management of the Borrower shall cease to be the sole general partner occurs because of either Operating Partnershipsudden death or a sudden incapacitating disability.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than excluding the New England Teamsters and Trucking Industry Pension FundPermitted Investors, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 33% forty percent (40.0)% of the total voting power of the then outstanding voting stock of the Borrower;▇▇▇▇▇▇ ▇▇▇▇; or (ii) During any period of 12 twelve (12) consecutive months ending after the Agreement Effective Date, individuals who at the beginning of any such 12twelve-month period constituted the Board of Directors of the Borrower ▇▇▇▇▇▇ ▇▇▇▇ (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower ▇▇▇▇▇▇ ▇▇▇▇ was approved by a vote of a majority at least fifty percent (50.0%) of the total voting power of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) ), cease for any reason to constitute a majority at least fifty percent (50.0%) of the total voting power of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary of the Borrower shall cease to be the sole general partner of either Operating Partnership.

Change of Control/Change in Management. (i) Any (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ) other than the New England Teamsters and Trucking Industry Pension FundC▇▇▇▇ ▇▇▇▇▇▇▇ and/or his Affiliates, successors, estate beneficiaries or assigns, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of timetime ), directly or indirectly, of more greater than 33% forty percent (40%) of the total voting power of the then outstanding voting stock of the Borrower; Borrower or (iiB) During during any period of 12 twelve (12) consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death or mental or physical disability) to constitute a majority of the Board of Directors of the Borrower then in office; or (iiiii) The Borrower or a Wholly Owned Subsidiary If more than one of C▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇ ▇▇▇▇▇▇ and H▇▇▇▇▇ ▇▇▇▇▇▇▇ cease for any reason to be principally involved in the senior management of the Borrower, and (in the case of vacancies caused by resignation, death or incapacity) Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Requisite Lenders within a period of either Operating Partnershipone-hundred eighty (180) days.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement ThirdFourth Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary If ▇▇▇▇ ▇. ▇▇▇▇▇ ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Administrative Agent within a period of either Operating Partnership180 days.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement FourthSixth Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary If ▇▇▇▇ ▇. ▇▇▇▇▇ ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Administrative Agent within a period of either Operating Partnership180 days.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the New England Teamsters and Trucking Industry Pension Fund▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 3350.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement AgreementThird Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office; or (iii) The Borrower or a Wholly Owned Subsidiary If ▇▇▇▇ ▇. ▇▇▇▇▇ ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall cease have failed to be replace the sole general partner resulting vacancies in senior management with individuals reasonably acceptable to the Administrative Agent within a period of either Operating Partnership180 days.