GMH Communities

The Limited Partnership Agreement explicitly states that the General Partner is under no obligation to consider the separate interests of the Limited Partners when making decisions, and that in the event of a conflict between GP shareholders and Limited Partners, the conflict shall be resolved in favor of GP shareholders so long as the GP controls a majority of Partnership Units.

“the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of the securityholders of the General Partner (including the Company's shareholders) on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the securityholders of the General Partner (including the Company's shareholders) or the Limited Partners; provided, however, that for so long as the General Partner and Company own a majority of the Partnership Units, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the securityholders of the General Partner (including the Company's shareholders) or the Limited Partners shall be resolved in favor of the securityholders of the General Partner (including the Company's shareholders).”