Common use of Meetings of the Partners Clause in Contracts

Meetings of the Partners. (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner’s shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s shareholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the General Corporation Law of Delaware (including Section 212 thereof). (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. E. On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. F. Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the Limited Partners holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) 14.3.1 Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor or more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.2 hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any 14.3.2 Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) , including the Percentage Interest of the General Partner. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with in the General Partner. (iv) books and records of the Partnership. An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) 14.3.3 Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the General Corporation Law of Delaware (including Section 212 thereof). (i) 14.3.4 Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner’s shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s shareholders.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such approvals may be obtained by the General Partner by means of written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed action. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called only by the Managing General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote vote, Consent or Consent approval of the Limited Partners is permitted or required under this Agreement, such vote vote, Consent or Consent approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent setting forth the action so taken is signed by the holders of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iiAgreement for the action in question) entitled to act at the meeting. Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the holders of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) entitled to act at the meeting. Such consent Consent shall be filed with the Managing General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every . Each proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the Managing General Partner or such other Person as the Managing General Partner may appoint pursuant to such rules for the conduct of the meeting as the Managing General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the Special Limited Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Special Limited Partner’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof). (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent Consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent Consent as certified by the General Partner. (c) (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 25% or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) 7 days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Partners (including Limited Partnership Interests held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty-five percent (25%) or more of the Partnership Percentage Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests outstanding Partnership Units (including Partnership Units held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by the holders of a majority of the Percentage Interests of the Partners outstanding Partnership Units (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the holders of a majority of the Percentage Interests of the Partners outstanding Partnership Units (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same timetime as, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 twenty-five percent (25%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent setting forth the action so taken is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. E. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of 51% of the Partnership Interests. (ii) The request shall state the nature then outstanding ownership interests of the business to be transacted. (iii) Partners. Notice of any such meeting shall be given to all Partners not less than seven (7) business days nor more than thirty (30) business days prior to the date of such meeting. (iv) meeting and shall state the nature of any business to be transacted thereof. Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Partners. Except as otherwise expressly provided in this Agreement, the Consent of holders vote of a majority in interest (at least 51% of the Percentage Interests held by then outstanding ownership interest) of the Partners (including the General Partner) shall control. (i) Subject . For the purpose of determining the Partners entitled to Section 14.2(a)(vi)vote on, or to vote at, any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of or any adjournment thereof, the Partners requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (or 30) business days nor less than ten (10) business days before any such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) meeting. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Partner or an his, her or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of by the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) . Each meeting of the Partners shall be conducted by the General Partner Partners or such other Person as the General Partner Partners may appoint pursuant to such rules for the conduct of the meeting as the General Partner Partners or such other Person deems deem appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed or electronic approval is provided by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such approvals may be obtained by the General Partner by means of written notice to the Limited Partners requiring them to respond in the negative by a reasonably specified time, but in no event less than 15 days, or to be deemed to have approved of the proposed action. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Partnership Board. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General general Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the General Partner) holding 25 percent or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Partners. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Partnership Interests held by Partners (including the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Partnership Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Partnership Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Genera Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as a part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Limited Partnership Common Units held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Outside Limited Partners. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) meeting and shall state the nature of the business to be transacted. Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the Parent’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders Parent’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the General PartnerPartnership Interests of the Limited Partners, shall control all actions and decisions of the Limited Partners.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1 hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 ten percent (10%) or more of the Limited Partner Interests, taking into account any Preferred Partnership Interests. Units that are convertible into Common Partnership Units and are required by the Certificate of Designation for the particular class of Preferred Partnership Units to be counted for such purposes on an as-converted basis. Upon request in writing to the General Partner by any person(s) entitled to call a meeting, the General Partner shall cause notice to be given (iinot less than fifteen (15) nor more than sixty (60) days after receipt of request) to the Limited Partners that a meeting will be held at a time requested by the person(s) calling the meeting. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven ten (710) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 8.7 hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) , taking into account any Preferred Partnership Units that are convertible into Common Partnership Units and are required by the Certificate of Designation for the particular class of Preferred Partnership Units to be counted for such purposes on an as-converted basis. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.Limited

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the General Corporation Law of Delaware (including Section 212 thereof). (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner's stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's stockholders. E. On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. F. Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the General Corporation Law of Delaware (including Section 212 thereof). (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. E. On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. F. Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (ia) Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty ninety (3090) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.3(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or “Consent of the Limited Partners Partners” is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.2(b) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including shall be deemed “Consent” and “Consent of the General Partner) shall controlLimited Partners”. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (d) The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. (e) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner STAG REIT and may be held at the same time, and as part of, meetings of the stockholders of STAG REIT. (f) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the General Partnernumber of OP Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner's shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's shareholders.

Meetings of the Partners. (ia) Meetings Subsequent to the Initial Public Offering, meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 twenty-five percent (25%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) ). Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 twenty-five percent (25%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) ). Except as otherwise expressly provided in this AgreementAgreement (including without limitation Section 7.12), the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty ninety (3090) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.3(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called upon the receipt by the General Partner upon its receipt of a written request by Limited Partners holding 25 twenty-five percent (25%) or more of the Partnership Interests. Interests held by Limited Partners (ii) for this purpose, treating Common Units and Series A Preferred Units as fungible). The request call shall state the nature of the business to be transacted. (iii) Notice . Except as set forth in Section 11.2.D, notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote vote, consent or Consent approval of the Limited Partners is permitted or required under this Agreement, such vote vote, consent or Consent approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a with the written consent setting forth the action so taken is signed by a majority Consent of the Percentage Interests of the Partners (Partners, or such other applicable percentage or Consent as is expressly required by this Agreement). (ii) Agreement for action on the matter in question, entitled to act on such matter at such a meeting. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority the applicable percentage of Partners entitled to act at the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) meeting. Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every . Each proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. (i) D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Partner. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure procedures prescribed in Section 14.1(a) Sections 14.1A or 14.2B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof hereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by Partners whose affirmative vote would be sufficient to approve such action or provide such Consent at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Partners. Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy, unless otherwise provided in such proxy. D. The General Partner may set, in advance, a Partnership Record Date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held or Consent is to be given. If no Partnership Record Date is fixed, the Partnership Record Date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the Partnership Record Date for any other determination of Partners (other than a distribution pursuant to Section 5.1 hereof) shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General PartnerCompany’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty-five percent (25%) or more of the Partnership Interests. (ii) Interests held with respect to Common Partnership Units. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1 hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) with respect to Common Partnership Units shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners held with respect to Common Partnership Units (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners held with respect to Common Partnership Units (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in his sole discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner PPI and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerPPI.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days Business Days nor more than thirty (30) days 30 Business Days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent Approval of the Limited Partners is permitted or required under this Agreement, such vote or Consent Approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in the definition of "Approved" or "Approval" or Section 14.1(a13.2(b) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent Approval of holders of a majority Majority in Interest of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if if, at least five Business Days prior to the taking of such action, written notice is sent to all Partners whose vote or Approval is required with respect to such action, and a written consent setting forth the action so taken is signed by a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (ii) whose vote or consent is required with respect to such action. Such consent may be in one instrument or in several instruments, instruments and shall have the same force and effect as a vote of a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (iii) whose vote or consent is required with respect to such action. Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriateappropriate in his sole discretion. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.3(b). Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by holders of a majority of the Percentage Interests of Common Units held by the Limited Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. (c) For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (id) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. (e) The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners, or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. (f) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. (g) On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.3(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner's shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's shareholders.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner Partner. The notice of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request any such meeting shall state the nature of the business to be transacted. (iii) Notice of any such meeting transacted and shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20) or more of the Partnership Percentage Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) Notice transacted and notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, instruments and shall have the same force and effect as a vote of a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called only by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven ten (710) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent Approval of the Limited Partners is permitted or required under this Agreement, such vote or Consent Approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.3(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by the holders of a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (iiAgreement for the action in question) entitled to act at the meeting. Such written consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the holders of a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (iii) entitled to act at the meeting. Such written consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriateappropriate in its Sole and Absolute Discretion. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by Partners whose affirmative vote would be sufficient to approve such action or provide such Consent at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Partners. Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy, unless otherwise provided in the proxy. D. The General Partner may set, in advance, a Partnership Record Date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no Partnership Record Date is fixed, the Partnership Record Date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the Partnership Record Date for any other determination of Partners (other than a distribution pursuant to Section 5.1 hereof) shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General PartnerCompany’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 25% or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) 7 days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A. hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Partners (including Limited Partnership Interests held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any . B Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner. (i) ’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. C Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. . D The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Parent REIT’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Parent REIT’s stockholders. F On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called upon the receipt by the General Partner upon its receipt of a written request by Limited Partners holding 25 twenty-five percent (25%) or more of the Partnership Interests. Interests held by Limited Partners (ii) for this purpose, treating Common Units and Series A Preferred Units as fungible). The request call shall state the nature of the business to be transacted. (iii) Notice . Except as set forth in Section 11.2.D, notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote vote, consent or Consent approval of the Limited Partners is permitted or required under this Agreement, such vote vote, consent or Consent approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a with the written consent setting forth the action so taken is signed by a majority Consent of the Percentage Interests of the Partners (Partners, or such other applicable percentage or Consent as is expressly required by this Agreement). (ii) Agreement for action on the matter in question, entitled to act on such matter at such a meeting. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority the applicable percentage of Partners entitled to act at the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) meeting. Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every . Each proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. (i) D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the LA\4346025.7 same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent fifteen (15%) or more of the Partnership Interests. (ii) Common Units. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.01.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority eighty-five percent (85%) of the Percentage Interests outstanding Common Units held by Limited Partners (including excluding Limited Partnership Common Units held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerPartner and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner’s stockholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of Partnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.2.B hereof. (vi) . Except as otherwise expressly provided in this Agreement, or any matter for which the vote or Consent of Limited Partners is sought, the vote or Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held, directly or indirectly, by the General PartnerPartner or Life Storage, Inc.) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners or any action which may be taken at any meeting of such Partners, may be taken without a meeting meeting, without prior notice and without a vote, if a written consent or consents in writing, setting forth the action so taken is taken, shall be signed by a majority Partners holding the percentage of the Percentage Interests of the that would be necessary to authorize or take such action at a meeting at which all Partners (or such other percentage as is expressly required by this Agreement). (ii) entitled to vote thereon were presented and voted. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) records of the Partnership. An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him such Limited Partner by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an such Limited Partner’s attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Life Storage, Inc. and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.Life Storage, Inc.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.3(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) outstanding Common Units. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests in Common Units held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the Limited Partners holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control.. AmericasActive:14394732.5 (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner, the Company and their respective Subsidiaries and Affiliates) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by of Limited Partners holding 25 percent 50% or more of the Partnership Interests. (ii) Sharing Percentages. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this the Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 8.1 hereof. (vi) . Except as otherwise expressly provided in this the Agreement, the Consent of holders vote of a majority Majority in Interest of the Percentage Interests held by Partners (including the General Partner) shall control. (ib) Subject For the purpose of determining the Partners entitled to Section 14.2(a)(vi)vote on, or to vote at, any action required or permitted to be taken at a meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or more than 30 days nor less than 10 days before any such other percentage as is expressly required by this Agreement)meeting. (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) outstanding Common Units. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests in Common Units held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20) or more of the Partnership Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) Notice transacted notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. Reference to Partnership Interests shall be deemed to refer only to Partnership Interests held with respect to Common Partnership Units. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, instruments and shall have the same force and effect as a vote of a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner. Under this Section 14.2, references of the Agreement to Percentage Interests of the Limited Partners shall be deemed to refer solely to Percentage Interests of Limited Partners with respect to Common Partnership Units.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner Partner. The notice of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request any such meeting shall state the nature of the business to be transacted. (iii) Notice of any such meeting transacted and shall be given to all Partners not less than seven (7) days nor or more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Company’s shareholders and may be held at the same time, and as part of, meetings of the stockholders Company’s shareholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. Interests (ii) not including any interest on account of the Preferred Units). The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Gables Trust and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerGables Trust. E. The Series A Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series A Preferred Units in a manner which, if done with respect to the Gables Trust Series A Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. F. The Series B Preferred Units do not have any voting rights with respect to the Partnership other than as set forth in Exhibit F and except that any action which would alter the economic rights or preferences of the Series B Preferred Units in a manner which, if done with respect to the Gables Trust Series B Preferred Shares would require a separate class vote of such shares shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. G. The Series C Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series C Preferred Units in a manner which, if done with respect to the Gables Trust Series C Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. H. The Series C-1 Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series C-1 Preferred Units in a manner which, if done with respect to the Gables Trust Series C-1 Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. I. The Series Z Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series Z Preferred Units in a manner which, if done with respect to the Gables Trust Series Z Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the Managing General Partner at the request of any General Partner and shall be called upon the receipt by the General Partner of a written request by of any Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven ten (710) days nor or more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person person, by proxy or by proxy telephone at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 8.3. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests Partners shall control. (b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the Managing General Partner or the Partners requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days or less than ten (10) days before any such other percentage as is expressly required by this Agreement)meeting. (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited the Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the Managing General Partner or such other Person as the General Partner Partners may appoint pursuant to such rules for the conduct of the meeting as the General Partner Partners or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) his attorney‑in‑fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 forty percent (40%) or more of the Partnership Interests. (ii) Common Units. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Percentage Interests held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called at any time by the General Partner and or as provided in any Action establishing a series of Preferred Securities. Except to the extent otherwise provided in any such Action, the following provisions shall be called upon the receipt by the General Partner apply to meetings of a written request by Limited Partners holding 25 percent or more of the Partnership InterestsPartners. (ii) The request shall state the nature of the business to be transacted. (iiib) Notice of any such meeting shall be given to all Partners not less than seven thirty (730) business days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote a vote, consent or Consent approval of the Limited Partners is permitted or required under this Agreement, such vote vote, consent or Consent approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereofby written consent. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or by such other Person as the General Partner may appoint pursuant designate. (e) The General Partner, in its sole discretion, shall establish all other provisions relating to such rules for the conduct meetings of Partners, including notice of the time, place or purpose of any meeting as at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote; provided however, that unless the General Partner or such other Person deems appropriate. (ii) Meetings has established a lower percentage, a majority of the Partners may be conducted in the same manner as entitled to vote thereat shall constitute a quorum at all meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General PartnerPartners.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the REIT General Partner and the Fortis General Partner and shall be called upon the receipt by the REIT General Partner and the Fortis General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by the Partners that are required or necessary to approve such action (if such action would have been presented at a majority meeting of the Percentage Interests Partners). Such approvals may be obtained by the REIT General Partner and the Fortis General Partner by means of the Partners (or such other percentage as is expressly required by this Agreement). (ii) written notice to all Limited Partners. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the applicable Partners (or as required for such other percentage as is expressly required by decision under this Agreement). (iii) . Such consent shall be filed with the REIT General Partner and the Fortis General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the REIT General Partner and the Fortis General Partner or such other Person as the REIT General Partner and the Fortis General Partner may appoint pursuant to such rules for the conduct of the meeting as the REIT General Partner and the Fortis General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of Company's members associated with the General Partner A-1 Series and may be held at the same timetime as, and as part of, the meetings of the stockholders Company's members associated with the A-1 Series. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the General PartnerPartnership Interests of the Limited Partners shall control.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20) or more of the Partnership Percentage Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) Notice transacted and notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, instruments and shall have the same force and effect as a vote of a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy.. 104 (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner Partners and shall be called upon the receipt by the General Partner Partners of a written request by Limited Partners (other than the Company) holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) Units. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven ten (710) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 15.2(b). Except as otherwise expressly provided in this int his Agreement, the Consent of holders of a majority Majority Vote of the Percentage Interests held by Limited Partners (including Partnership Units held by the General PartnerCompany) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the Managing General Partner may appoint pursuant to such rules for the conduct of the meeting as the Managing General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders of the General PartnerCompany.

Meetings of the Partners. (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof). (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Initial Limited Partner) holding 25 percent or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including Limited Partnership Interests held by the General Initial Limited Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.the

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) outstanding Common Units. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests in Common Units held by Limited Partners (including including, for the General avoidance of doubt, the Class B Common Units held by the Class B Limited Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by of Limited Partners holding 25 percent 50% or more of the Partnership Interests. (ii) Sharing Percentages. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor or more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this the Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 8.1 hereof. (vi) . Except as otherwise expressly provided in this the Agreement, the Consent of holders vote of a majority Majority in Interest of the Percentage Interests held by Partners (including the General Partner) shall control. (ib) Subject For the purpose of determining the Partners entitled to Section 14.2(a)(vi)vote on, or to vote at, any action required or permitted to be taken at a meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (more than 30 days or less than 10 days before any such other percentage as is expressly required by this Agreement)meeting. (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 twenty percent (20%) or more of the Partnership Interests. Interests (ii) not including any interest on account of the Preferred Units). The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1.A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority 75% of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of or written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Gables Trust and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerGables Trust. E. The Series A Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series A Preferred Units in a manner which, if done with respect to the Gables Trust Series A Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. F. The Series B Preferred Units do not have any voting rights with respect to the Partnership other than as set forth in Exhibit F and except that any action which would alter the economic rights or preferences of the Series B Preferred Units in a manner which, if done with respect to the Gables Trust Series B Preferred Shares would require a separate class vote of such shares shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. G. The Series C Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series C Preferred Units in a manner which, if done with respect to the Gables Trust Series C Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. H. The Series C-1 Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series C-1 Preferred Units in a manner which, if done with respect to the Gables Trust Series C-1 Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. I. The Series D Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series D Preferred Units in a manner which, if done with respect to the Gables Trust Series D Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. J. The Series Z Preferred Units do not have any voting rights with respect to the Partnership, except that any action which would alter the economic rights or preferences of the Series Z Preferred Units in a manner which, if done with respect to the Gables Trust Series Z Preferred Shares would require a separate class vote of such shares, shall only be taken if such separate class of shares approves of such action by a vote taken in accordance with applicable law. ARTICLE 15

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent any action of the Limited Partners is permitted or required under this Agreement, such vote or Consent action may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified called by the General Partner. (ib) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including executing any written consent, waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (ic) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in his sole discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Weeks and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerWeeks.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in in Section 14.1(a) 14.1 hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the General Partner) holding 25 twenty-five percent (25%) or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure procedures prescribed in Section 14.1(a) Sections 14.1A or 14.2B hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Limited Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Limited Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof hereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question) of the Percentage Interests of the Partners (or Outside Limited Partners, as the case may be). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question) of the Percentage Interests of the Partners (or Outside Limited Partners, as the case may be). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). The General Partner may set, in advance, a record date (i) for the purpose of determining the Partners entitled to Consent, approve or vote upon (or words of similar import) to any action, or who are entitled to receive notice of or vote at any meeting of the Partners or (ii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this Section 14.03, such determination shall apply to any adjournment thereof. Notwithstanding the foregoing, the record date with respect to the determination of the existence of Partnership Approval shall be the record date established by the General Partner for the approval of its stockholders for the event constituting a General Partner Interest Transfer. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding Partnership Units shall have a vote equal to the number of Partnership Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner Partners and shall be called upon the receipt by the General Partner Partners of a written request by Limited Partners (other than the REIT) holding 25 twenty percent (20%) or more of the Partnership Interests. (ii) Units. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven ten (710) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 15.2(b). Except as otherwise expressly provided in this int his Agreement, the Consent of holders of a majority Majority Vote of the Percentage Interests held by Limited Partners (including Partnership Units held by the General PartnerREIT) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the Managing General Partner may appoint pursuant to such rules for the conduct of the meeting as the Managing General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner REIT and may be held at the same time, and as part of, meetings of the stockholders of the General PartnerREIT.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy.. AmericasActive:14016784.12 (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Initial Limited Partner) holding 25 percent or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including Limited Partnership Interests held by the General Initial Limited Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) . No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s 's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent 20% or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by Partners holding a majority of the Percentage Interests of the Partners Partnership Units (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners holding a majority of the Percentage Interests of the Partners Partnership Units (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, meeting or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner's shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's shareholders.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) . The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed prescribed in Section 14.1(a) 14.1 hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty ninety (3090) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner Partner’s shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s shareholders.

Meetings of the Partners. (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven ten (710) days nor more than thirty ninety (3090) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Unless approval by a different number or proportion of Partners is required by this Agreement, the affirmative vote of a majority of the Percentage Interests of the Partners entitled to act on any proposal shall be sufficient to approve such proposal at a meeting of the Partners. Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof14.3(b). (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken or consented to is signed by Partners whose affirmative vote would be sufficient to approve such action or provide such consent at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) Partners. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a written consent, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a consent as certified by that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite consents are received even if prior to such specified time. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (d) The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held or consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment or postponement thereof. (e) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner’s stockholders.

Meetings of the Partners. (ia) Meetings The General Partner shall meet with the Limited Partners once every month at such times and places in New York City, New York as are mutually agreed to by the Partners (unless the requirement for any such monthly meeting is waived by mutual agreement of the Partners) (the "Monthly Meetings") and at such other times as may be necessary (the "Special Meetings") on at least [ORIGINAL TEXT REDACTED] prior written notice of the time and place of such Special Meeting given by any Partner. (b) Any meeting of the Partners may be called held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the General Partner and meeting can communicate with each other. Participation in a meeting by telephone, video conference or other similar communications equipment held pursuant to this Section shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) The request shall state the nature of the business to be transacted. (iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of constitute presence in person at such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (vc) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Limited Partners may be taken without a meeting if the approval of Partners required to approve such action at a written meeting at which all Partners are in attendance consent setting forth the action so taken is signed by a majority thereto in writing. (d) Except as otherwise expressly provided in this Agreement, none of the Percentage Interests Limited Partners shall have any duties or liabilities to the Partnership or any other Partner (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Partner hereby expressly waives any such duties or liabilities; provided, however, that this section shall not eliminate or limit the liability of any Partner (A) for acts or omissions that involve fraud, gross negligence, willful or wanton misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which a Partner derived a personal benefit unless such transaction is permissible under, or otherwise approved in accordance with, this Agreement; provided, further, however, that the duty of care of each of the Partners (is to not act with fraud, gross negligence, willful or such other percentage wanton misconduct or a knowing and culpable violation of law. Except as is expressly required by provided in this Agreement). (ii) Such consent may be , whenever in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which Agreement a Limited Partner is permitted or required to make a decision affecting or involving the Partnership, any Limited Partner or any other Person, such Limited Partner shall be entitled to participateconsider only such interests and factors as he, she or it desires, including waiving notice of any meetinga particular Limited Partner's interests, or voting or participating at a meeting. (ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered shall, to the Partnership. (iii) No proxy shall be valid after fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner Partnership or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General any Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the Limited Partners holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control.. AmericasActive:14392849.4 (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of any other Partner. Each call for a meeting of the Partnership Interests. (ii) The request Partners shall state the nature of the business to be transacted. (iii) Notice transacted at such meeting and the proposed date of such meeting. Unless waived in writing, notice of any such meeting shall be given to all Partners not less than seven (7) days Business Days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person person, by proxy or by proxy telephone at such meeting. (v) . Whenever the vote or Consent consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 10.03. Except as otherwise expressly provided in this Agreement, the Consent unanimous vote of holders of a majority all of the Percentage Interests held by Partners (including shall be required to constitute the General Partner) shall controlact of the Partners. (ib) Subject For the purpose of determining the Partners entitled to Section 14.2(a)(vi)vote on, or to vote at, any action required or permitted to be taken at a meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or less than ten days nor more than 30 days before any such other percentage as is expressly required by this Agreement)meeting. (ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Such consent shall be filed with the General Partner. (iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner granting such proxy or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) for more than 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy. (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may only be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty sixty (3060) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) 14.1. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests Common Units held by Limited Partners (including Common Units held by the General PartnerCompany and its Affiliates) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent Consent in writing or by electronic transmission setting forth the action so taken or consented to is signed by a majority of the Percentage Interests Common Units of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent Consent may be in one instrument or in several instruments, and shall have the same force and effect as a the affirmative vote of such Partners at a majority meeting of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) Partners. Such consent Consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission to any matter, the consent as certified by General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an attorney-in-fact and a copy thereof delivered to the Partnership. (iii) his attorney‑in‑fact. A proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. No proxy shall be valid after the expiration of eleven twelve (1112) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held or ACTIVE/104666890.9 Consent is to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of the Partners may be conducted in the same manner as meetings of the Company’s stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders Company’s stockholders. F. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of the General PartnerPartnership Units held.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners (other than the Company) holding 25 percent or more of the Partnership Interests. (ii) . The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.1A hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including Limited Partnership Interests held by the General PartnerCompany) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as 50 233 is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) . Meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request either by the AmericasActive:14394763.5 Limited Partners holding 25 percent 20% or more of the Partnership Interests. (ii) Interests or by the Board of Directors. The request shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent consent of holders of a majority of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his or its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General PartnerPartnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings . Without limitation, meetings of Partners may be conducted in the same manner as meetings of the stockholders shareholders of the General Partner Company and may be held at the same time, and as part of, meetings of the stockholders shareholders of the General PartnerCompany.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. (ii) Partner. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days Business Days nor more than thirty (30) days 30 Business Days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent Approval of the Limited Partners is permitted or required under this Agreement, such vote or Consent Approval may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in the definition of "Approved" or "Approval" or Section 14.1(a11.2(b) hereof. (vi) . Except as otherwise expressly provided in this Agreement, the Consent Approval of holders of a majority Majority in Interest of the Percentage Interests held by Limited Partners (including the General Partner) shall control. (ib) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if if, at least five Business Days prior to the taking of such action, written notice is sent to all Partners whose vote or Approval is required with respect to such action, and a written consent setting forth the action so taken is signed by a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (ii) whose vote or consent is required with respect to such action. Such consent may be in one instrument or in several instruments, instruments and shall have the same force and effect as a vote of a majority of the Percentage Interests Majority in Interest of the Partners (or such other percentage as is expressly required by this Agreement). (iii) whose vote or consent is required with respect to such action. Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an his attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. (iv) . Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriateappropriate in his sole discretion. (ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Meetings of the Partners. (i) A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) 14.3.B hereof. (vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by Partners holding a majority of the Percentage Interests of the Partners Partnership Units (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners holding a majority of the Percentage Interests of the Partners Partnership Units (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (i) C. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. (i) D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may 51 57 be conducted in the same manner as meetings of the stockholders of the General Partner Partner's shareholders and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's shareholders.

Meetings of the Partners. (ia) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more a Majority in Interest of the Partnership Interests. (ii) Outside Limited Partners. The request call shall state the nature of the business to be transacted. (iii) . Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) 30 days prior to the date of such meeting. (iv) . Partners may vote in person or by proxy at such meeting. (v) . Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a14.03(b) hereof. (vib) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. (i) Subject to Section 14.2(a)(vi), any Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this AgreementAgreement for the action in question). (ii) . Such approvals may be obtained by the General Partner by means of written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed action. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). (iii) . Such consent shall be filed with the General Partner. (iv) . An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partnerso certified. (ic) Each Limited Partner may authorize any Person or Persons to act for him it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. (ii) . Every proxy must be signed by the Limited Partner or an its attorney-in-fact and a copy thereof delivered to the Partnership. (iii) fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. proxy (iv) or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the General Partner’s Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof). (id) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. (ii) Meetings appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner's stockholders of the General Partner and may be held at the same timetime as, and as part of, the meetings of the stockholders of the General Partner's stockholders. (e) On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held. (f) Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.