Common use of Voting and Consent Rights Clause in Contracts

Voting and Consent Rights. (a) Holders of Series A Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b) hereof. (b) So long as any Series A Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A C-2 Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b11(b) hereof. (b) So long as any Series A C-2 Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A C-2 Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A C-2 Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A C-2 Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to -------- ------- authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A C-2 Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A C-2 Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A C-2 Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A C-1 Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b11(b) hereof. (b) So long as any Series A C-1 Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A C-1 Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A C-1 Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A C-1 Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to -------- ------- authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A C-1 Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A C-1 Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A C-1 Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A D-1 Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b11(b) hereof. (b) So long as any Series A D-1 Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A D-1 Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A D-1 Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A D-1 Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to -------- ------- authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A D-1 Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A D-1 Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A D-1 Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) a. Holders of Series A E Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b12(b) hereof. (b) b. So long as any Series A E Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A E Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A E Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A E Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A E Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A E Partnership Preferred Units. (c) c. Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A E Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A C Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b11(b) hereof. (b) So long as any Series A C Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A C Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A C Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A C Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to -------- ------- authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A C Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A C Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A C Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A B Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b) hereof. (b) So long as any Series A B Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A B Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A B Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A B Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to authorize, -------- ------- create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A B Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A B Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A B Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Holders of Series A D Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b11(b) hereof. (b) So long as any Series A D Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A D Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A D Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A D Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to -------- ------- authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A D Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A D Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A D Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.