Common use of Special Approval Rights Clause in Contracts

Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding AOLTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such AOLTIP Units, subject to the following exceptions: (i) no separate consent of the holders of AOLTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Common Units that applies on a substantially similar basis to all holders of Common Units; (ii) with respect to any merger, consolidation or other business combination or reorganization of the Partnership or Extraordinary Transaction, so long as either (x) there is an AOLTIP Forced Conversion of all outstanding AOLTIP Units in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced Conversion, (y) the AOLTIP Units remain outstanding with the terms thereof materially unchanged, or (z) if the Partnership is not the surviving entity in such transaction, the AOLTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the AOLTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization or Extraordinary Transaction shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the AOLTIP Units in any respect, which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to be taken or be effective, all outstanding AOLTIP Units shall have been converted, or provision is made for such conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C Notice of Election by Partner to Convert AOLTIP Units into Common Units The undersigned holder of AOLTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP Units in Paramount Group Operating Partnership, LP (the “Partnership”) set forth below into Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Partnership) AOLTIP Units to be Converted Number of AOLTIP Units: _______________________ Issuance Date of AOLTIP Units:___________________ AOLTIP Unit Participation Threshold: _____________ (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by:

Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding AOLTIP AO LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such AOLTIP the AO LTIP Units, subject to the following exceptions: (i) no separate consent of the holders of AOLTIP AO LTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Common Class A Units that applies on a substantially similar basis to all holders of Common Class A Units; (ii) with respect to any merger, consolidation or other business combination or reorganization of the Partnership or Extraordinary Transactionreorganization, so long as either (x) there is an AOLTIP AO Forced Conversion of all outstanding AOLTIP Units AO LTIP Unit in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced Conversion7 hereof, (y) the AOLTIP AO LTIP Units remain outstanding with the terms thereof materially unchanged, unchanged or (z) if the Partnership is not the surviving entity in such transaction, the AOLTIP AO LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP AO LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Class A Units or such other securities into which the AOLTIP AO LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization or Extraordinary Transaction shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP AO LTIP Units; (iii) any creation or issuance of any Class A Units or of any class of series of Partnership Units Interests (whether ranking junior to, on a parity with or senior to the AOLTIP AO LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Class A Units or (y) does require such consent and is authorized by a vote of the holders of Common Class A Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP AO LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP AO LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP AO LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to will be taken or be effective, all outstanding AOLTIP AO LTIP Units shall have been converted, or provision is made for such conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C AT Notice of Election by Partner to Convert AOLTIP AO LTIP Units into Common Class A Units The undersigned holder of AOLTIP AO LTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP AO LTIP Units in Paramount Group Operating Partnership, LP Vornado Realty L.P. (the “Partnership”) set forth below into Common Class A Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP AO LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP AO LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: ________________________________________________________ (Please Print: Exact Name as Registered with Partnership) AOLTIP AO LTIP Units to be Converted Number of AOLTIP AO LTIP Units: _______________________ Issuance Date of AOLTIP AO LTIP Units:___________________ AOLTIP AO LTIP Unit Participation Threshold: _____________ ________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) ________________________________________________________________ (Street Address) ________________________________________________________________ (City) (State) (Zip Code) Signature Guaranteed by:)

Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of applicable lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote consent of holders of more than 50% a majority of the then outstanding AOLTIP Units affected therebyLTIP Units, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such AOLTIP the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the holders of AOLTIP LTIP Units will be required with respect if and to the extent that any such alteration, change, modification or amendment of would similarly alter, change, modify or amend the rights, powers or privileges of the Common Units that applies on a substantially similar basis to all holders of Common Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization Transaction (as defined in Section 7.F of the Partnership or Extraordinary Transactionthis Exhibit T), so long as the LTIP Units either (x) there is an AOLTIP Forced Conversion are all converted into Common Units immediately prior to the effectiveness of all outstanding AOLTIP Units in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced ConversionTransaction, (y) the AOLTIP Units remain outstanding with the terms thereof materially unchanged, unchanged or (z) if the Partnership is not the surviving entity in such transactionTransaction, the AOLTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the AOLTIP LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such merger, consolidation or other business combination or reorganization or Extraordinary Transaction event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section 9.B will be the consent of the holders of a majority of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Common Units or of any class of series of common or preferred units of the Partnership Units (whether ranking junior to, on a parity with or senior to the AOLTIP LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common UnitsUnits and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to will be taken or be effective, all outstanding AOLTIP LTIP Units shall have been convertedconverted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C T Notice of Election by Partner to Convert AOLTIP LTIP Units into Common Units The undersigned holder of AOLTIP LTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP LTIP Units in Paramount Group Operating PartnershipEssex Portfolio, LP L.P. (the “Partnership”) set forth below into Common Units in accordance with the terms of the Second First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Partnership) AOLTIP Number of LTIP Units to be Converted Number of AOLTIP UnitsConverted: _______________________ Issuance Date of AOLTIP Units:___________________ AOLTIP Unit Participation ThresholdConversion Date: _____________ (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit T Notice of Election by Partnership to Force Conversion of LTIP Units into Common Units Essex Portfolio, L.P. (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Common Units in accordance with the terms of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: Conversion Date:

Special Approval Rights. Holders of AOLTIP Formation Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). 8.B. The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding AOLTIP Formation Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such AOLTIP Formation Units, subject to the following exceptions: (i) no separate consent of the holders of AOLTIP Formation Units will be required with respect if and to the extent that any such alteration, change, modification or amendment of would equally, ratably and proportionately alter, change, modify or amend the rights, powers or privileges of the Common Partnership Units that applies on a substantially similar basis to all (in which event the holders of Common UnitsFormation Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 8.A above); (ii) with respect to any merger, consolidation or other business combination or reorganization of the Partnership or Extraordinary Transactionreorganization, so long as the Formation Units either (x) there is an AOLTIP Forced Conversion are converted into Common Partnership Units immediately prior to the effectiveness of all outstanding AOLTIP Units in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced Conversiontransaction, (y) the AOLTIP Units remain outstanding with the terms thereof materially unchanged, or (z) if the Partnership is not the surviving entity in such transaction, the AOLTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP Formation Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Partnership Units or such other securities into which the AOLTIP Formation Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization or Extraordinary Transaction shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Formation Units, provided further, that if some, but not all, of the Formation Units are converted into Common Partnership Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the Formation Units to be outstanding following such conversion, Vested LTIP Units and Common Partnership Units outstanding voting together as a single class pursuant to Section 8.A above; (iii) any creation or issuance of any Common Partnership Units or of any class of series of Common Partnership Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the AOLTIP Formation Units in any respector with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Partnership Units or (y) does require such consent and is authorized by a vote of the holders of Common Partnership Units, Vested LTIP Units and Formation Units voting together as a single class pursuant to Section 8.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Formation Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to be taken or be effective, all outstanding AOLTIP Units shall have been converted, or provision is made for such conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C Notice of Election by Partner to Convert AOLTIP Units into Common Units The undersigned holder of AOLTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP Units in Paramount Group Operating Partnership, LP (the “Partnership”) set forth below into Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Partnership) AOLTIP Units to be Converted Number of AOLTIP Units: _______________________ Issuance Date of AOLTIP Units:___________________ AOLTIP Unit Participation Threshold: _____________ (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by:;

Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote consent of the holders of more than 50% sixty-six and two-thirds percent (66 2/3%) of the then outstanding AOLTIP Units affected therebyClass O LTIP Units, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such AOLTIP the Class O LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the holders of AOLTIP Class O LTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Common Class A Units that applies on a substantially similar basis to all holders of Common Class A Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization of the Partnership or Extraordinary Transactionreorganization, so long as either (x) there is an AOLTIP a Forced Conversion of all outstanding AOLTIP Units Class O LTIP Unit in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced Conversion7 hereof, (y) the AOLTIP Class O LTIP Units remain outstanding with the terms thereof materially unchanged, unchanged or (z) if the Partnership is not the surviving entity in such transaction, the AOLTIP Class O LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP Class O LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Class A Units or such other securities into which the AOLTIP Class O LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such merger, consolidation or other business combination or reorganization or Extraordinary Transaction event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Class O LTIP Units; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership Units (whether ranking on parity with, junior to, on a parity with to or senior to the AOLTIP Class O LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Class A Units or (y) does require such consent and is authorized by a vote of the holders of Common Class A Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Class O LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP Class O LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Class O LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to will be taken or be effective, all outstanding AOLTIP Class O LTIP Units shall have been converted, or provision is made for such conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C Notice of Election by Partner to Convert AOLTIP Class O LTIP Units into Common Class A Units The undersigned holder of AOLTIP Class O LTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP Class O LTIP Units in Paramount Group XX Xxxxx Operating Partnership, LP L.P. (the “Partnership”) set forth below into Common Class A Units in accordance with the terms of the Second First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP Class O LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP Class O LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Partnership) AOLTIP Class O LTIP Units to be Converted Number of AOLTIP Class O LTIP Units: _______________________ Issuance Date of AOLTIP Class O LTIP Units:___________________ AOLTIP Class O LTIP Unit Participation Threshold: _____________ (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by:

Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable In addition to, and not in limitation of, the provisions of applicable lawSection 9.A above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote consent of holders of more than 50% a majority of the then outstanding AOLTIP Units affected therebyLTIP Units, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, amend the rights, powers or privileges of such AOLTIP the LTIP Units, ; but subject in any event to the following exceptionsprovisions: (i) no separate consent of the holders of AOLTIP LTIP Units will be required with respect if and to the extent that any such alteration, change, modification or amendment of would similarly alter, change, modify or amend the rights, powers or privileges of the Common Units that applies on a substantially similar basis to all holders of Common Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization Transaction (as defined in Section 7.F of the Partnership or Extraordinary Transactionthis Exhibit T), so long as the LTIP Units either (x) there is an AOLTIP Forced Conversion are all converted into Common Units immediately prior to the effectiveness of all outstanding AOLTIP Units in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced ConversionTransaction, (y) the AOLTIP Units remain outstanding with the terms thereof materially unchanged, unchanged or (z) if the Partnership is not the surviving entity in such transactionTransaction, the AOLTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the AOLTIP LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such merger, consolidation or other business combination or reorganization or Extraordinary Transaction event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section 9.B will be the consent of the holders of a majority of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Common Units or of any class of series of common or preferred units of the Partnership Units (whether ranking junior to, on a parity with or senior to the AOLTIP LTIP Units in any respectwith respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common UnitsUnits and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding AOLTIP LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required to will be taken or be effective, all outstanding AOLTIP LTIP Units shall have been convertedconverted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. [End of text] Attachment A to Exhibit C T Notice of Election by Partner to Convert AOLTIP LTIP Units into Common Units The undersigned holder of AOLTIP LTIP Units hereby irrevocably elects to convert the number of Vested AOLTIP LTIP Units in Paramount Group Operating PartnershipEssex Portfolio, LP L.P. (the “Partnership”) set forth below into Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such AOLTIP LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such AOLTIP LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder: (Please Print: Exact Name as Registered with Partnership) AOLTIP Number of LTIP Units to be Converted Number of AOLTIP UnitsConverted: _______________________ Issuance Date of AOLTIP Units:___________________ AOLTIP Unit Participation ThresholdConversion Date: _____________ (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit T Notice of Election by Partnership to Force Conversion of LTIP Units into Common Units Essex Portfolio, L.P. (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: Conversion Date: SCHEDULE 1 EXERCISE NOTICE To: Essex Property Trust, Inc. Reference is made to that certain Second Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of _______________, 2009 (the “Partnership Agreement”), pursuant to which Essex Property Trust, Inc., a Maryland corporation, and certain other persons, including the undersigned, formed a California limited partnership currently known as Essex Portfolio, L.P. (the “Partnership”). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Article XI and Paragraph 2 of Exhibit I to the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an “Exercising Partner”), hereby elects to exercise its Conversion Rights and/or Sale Rights as to the number of Partnership Units specified opposite its signature below: Dated: __________________ Exercising Partner Type of Rights Being Exercised (Conversion Rights or Sale Rights) Number of Partnership Units Exercising Partners: ___________________________ ___________________________ SCHEDULE 2 ELECTION NOTICE To: All Exercising Partners Reference is made to that certain Second Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. dated as of _______________, 2009 (the “Partnership Agreement”), pursuant to which the undersigned and certain other persons, including the Exercising Partners, formed a California limited partnership currently known as Essex Portfolio, L.P. (the “Partnership”). All capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to subsection (b) of Paragraph 7 of Exhibit I to the Partnership Agreement, the undersigned, being the general partner of the Partnership, hereby notifies the Exercising Partners that (a) the consideration for the Partnership Units as to which the Sale Rights are being or are deemed to be exercised is $_________, the computation of which is set forth on an attachment hereto; (b) $_________ of the consideration is payable in cash and the balance thereof is payable by issuance of ______ shares of Common Stock; and (c) the closing of the purchase and sale of the Partnership Units as to which the Sale Rights are being or are deemed to be exercised shall take place at the offices of ______________ at ______ a.m., local time, on ______________________________________. Dated: __________________ ESSEX PROPERTY TRUST, INC., a Maryland corporation By: Its: