Common use of Fund Structure Clause in Contracts

Fund Structure. (a) The Partnership will invest in real estate properties in the United States indirectly through Operating Companies in which the Partnership holds or hereafter acquires a direct or indirect interest. The Partnership may from time to time organize such Operating Companies as the Managing General Partner deems necessary or advisable to accomplish the objectives of the Partnership, so long as the Constituent Documents of any such Operating Company, together with any other agreements entered into in connection with the organization of such Operating Company, provide the Partnership, the Managing General Partner or another H▇▇▇▇ Controlled Entity, directly or indirectly, with Control of such Operating Company. The Partnership, each Operating Company and any Entity in which an Operating Company holds a direct or indirect interest is sometimes referred to in this Agreement as a “Fund Entity”. The Partnership and all other Fund Entities collectively are sometimes referred to herein as the “Fund”. Each Partner, and each Person that holds an equity interest in any Operating Company or other Fund Entity or which makes an equity investment in any Property in which any Operating Company invests, and which is designated as such by the Managing General Partner, shall be deemed a “Fund Investor”. The Managing General Partner shall promptly notify each Partner of the identity and notice address of any Person designated a Fund Investor. (b) As of the date of this Agreement, the Fund consists of the Partnership, NY Trust and the subsidiaries of NY Trust, NY Trust II and the subsidiary of NY Trust II and US Core Trust and the subsidiaries of US Core Trust, including US Core Properties and the subsidiaries of US Core Properties. The organizational structure of the Fund is as set forth on Schedule 5.1. The Partnership shall take such action as from time to time may be necessary to ensure that the Partnership has the right, by virtue of share ownership, voting agreement or otherwise, to designate a majority of the Board of Trustees of US Core Trust and to vote or direct the vote of a majority of the voting securities of US Core Trust at anytime outstanding. The Partnership shall not, without the consent of the Partners by a Majority Partner Vote, consent to or take any action that results in (i) US Core Trust ceasing to be the general partner of US Core Properties, or (ii) US Core Trust issuing any equity securities having rights, privileges or preferences superior to those of the securities of US Core Trust held by the Partnership (provided that, the Partnership may, without any such consent, cause US Core Trust to issue securities having preferential or modified redemption rights to the same extent that the Partnership may grant Priority Redemption Rights as contemplated by Section 3.9). Notwithstanding the foregoing, the Managing General Partner may, without the consent of any other Partner, cause the Partnership to consent to the issuance by US Core Trust, NY Trust, NY Trust II and any other REIT in which the Partnership acquires a direct or indirect interest, for the purpose of ensuring that such REIT obtains and maintains a sufficient number of shareholders for such REIT to satisfy the “100 shareholder test” applicable to REITs under the Code, of a preferred class of equity security having certain rights, privileges or preferences superior to those of the securities of such REIT held by the Partnership; provided, that (i) such issuance does not result in the Partnership ceasing to Control such REIT, (ii) the Managing General Partner determines that the terms of such securities and of their issuance by such REIT are commercially reasonable, and (iii) such REIT does not issue more than $200,000.00 face amount of such preferred securities in the aggregate.

Fund Structure. (a) The Partnership will invest in real estate properties in the United States indirectly through Operating Companies in which the Partnership holds or hereafter acquires a direct or indirect interest. The Partnership may from time to time organize such Operating Companies as the Managing General Partner deems necessary or advisable to accomplish the objectives of the Partnership, so long as the Constituent Documents of any such Operating Company, together with any other agreements entered into in connection with the organization of such Operating Company, provide the Partnership, the Managing General Partner or another H▇▇▇▇▇ Controlled Entity, directly or indirectly, with Control of such Operating Company. The Partnership, each Operating Company and any Entity in which an Operating Company holds a direct or indirect interest is sometimes referred to in this Agreement as a “Fund Entity”. The Partnership and all other Fund Entities collectively are sometimes referred to herein as the “Fund”. Each Partner, and each Person that holds an equity interest in any Operating Company or other Fund Entity or which makes an equity investment in any Property in which any Operating Company invests, and which is designated as such by the Managing General Partner, shall be deemed a “Fund Investor”. The Managing General Partner shall promptly notify each Partner of the identity and notice address of any Person designated a Fund Investor. (b) As of the date of this Agreement, the Fund consists of the Partnership, NY Trust and the subsidiaries of NY Trust, NY Trust II and the subsidiary of NY Trust II and US Core Trust and the subsidiaries of US Core Trust, including US Core Properties and the subsidiaries of US Core Properties. The organizational structure of the Fund is as set forth on Schedule 5.1. The Partnership shall take such action as from time to time may be necessary to ensure that the Partnership has the right, by virtue of share ownership, voting agreement or otherwise, to designate a majority of the Board of Trustees of US Core Trust and to vote or direct the vote of a majority of the voting securities of US Core Trust at anytime outstanding. The Partnership shall not, without the consent of the Partners by a Majority Partner Vote, consent to or take any action that results in (i) US Core Trust ceasing to be the general partner of US Core Properties, or (ii) US Core Trust issuing any equity securities having rights, privileges or preferences superior to those of the securities of US Core Trust held by the Partnership (provided that, the Partnership may, without any such consent, cause US Core Trust to issue securities having preferential or modified redemption rights to the same extent that the Partnership may grant Priority Redemption Rights as contemplated by Section 3.9). Notwithstanding the foregoing, the Managing General Partner may, without the consent of any other Partner, cause the Partnership to consent to the issuance by US Core Trust, NY Trust, NY Trust II and any other REIT in which the Partnership acquires a direct or indirect interest, for the purpose of ensuring that such REIT obtains and maintains a sufficient number of shareholders for such REIT to satisfy the “100 shareholder test” applicable to REITs under the Code, of a preferred class of equity security having certain rights, privileges or preferences superior to those of the securities of such REIT held by the Partnership; provided, that (i) such issuance does not result in the Partnership ceasing to Control such REIT, (ii) the Managing General Partner determines that the terms of such securities and of their issuance by such REIT are commercially reasonable, and (iii) such REIT does not issue more than $200,000.00 face amount of such preferred securities in the aggregate.