Common use of Voting Clause in Contracts

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 16.7, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment”), the same number of directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any other class or series of Partnership Interest including additional OP Parity Units then Outstanding upon which like voting rights have been conferred and are exercisable (any such other class or Class B Units whether ranking senior toseries, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up“Voting Preferred Units”), shall not be deemed have the right to materially and adversely affect such rights, preferences, privileges or voting powers elect these two additional directors at a meeting of the Class B Units or Series A Holders and the holders of Class B such Voting Preferred Units called as suchhereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors automatically shall be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the General Partner shall again vest if and whenever six additional quarterly distributions have not been declared and paid, as described above. (b) The foregoing voting provisions will not apply ifIf a Nonpayment or a subsequent Nonpayment shall have occurred, at or prior the Secretary of the General Partner may, and upon the written request of any holder of Series A Preferred Units (addressed to the time when Secretary at the act principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two directors to be elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The General Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with respect Article XIII of this Agreement in connection with the expiration of the term of the two directors elected pursuant to which such vote would otherwise be requiredthis Section 16.7. The Series A Holders and holders of the Voting Preferred Units, all outstanding Class B voting together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units shall have been converted into OP Unitspursuant to this Section 16.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f)), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.05(f), the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to before the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unit Limited Partners shall (a) have the same voting rights as the Limited PartnersPartners holding Partnership Common Units, with the Class B Units LTIP Unit Limited Partners voting together as a single class with the OP Partnership Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below, and Holders of LTIP Units shall not be entitled to approve, vote on or consent to any other matter. So long as any Class B LTIP Units remain outstandingoutstanding and except as provided in Section 16.3, the Partnership shall not, without the affirmative vote Consent of the holders of at least Limited Partners holding a majority of the Class B LTIP Units outstanding held by Limited Partners at the time, given in person or by proxy, either in writing or at a meeting time (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this the Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unit Limited Partners as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited PartnersPartners holding Partnership Common Units; but subject, in any event, to the following provisions: : (i) With with respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 16.9.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unit Limited Partners as such; and and (ii) Any any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Partnership Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unit Limited Partners as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act action with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted or provision is made for such conversion to occur as of or prior to such time into OP Partnership Common Units.

Voting. (a) Holders Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of Class B Units LTIP Units, LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.07(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner or the Parent); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof13.02(f), the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B LTIP Units whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) A. Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i1) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) 16.4C. hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii2) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) B. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (ax) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (by) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c15.04(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.07(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (ax) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (by) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c12.04(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unit; are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional Directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series A Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Company may, and upon the written request of any holder of Series A Preferred Units (addressed to the Company) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two Directors to be elected by them. The Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Company shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XII of the Operating Agreement in connection with the expiration of the term of the two Directors elected pursuant to this Section 2.7. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units pursuant to this Section 2.7. If any vacancy shall occur among the Directors elected by the Series A Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining Director elected by the Series A Holders and holders of the Voting Preferred Units or the successor of such remaining Director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 2.7, any such annual or special meeting shall be called and held applying procedures consistent with Article XII of the Operating Agreement as if references to Members were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XI or Article XII of the Operating Agreement, but subject to Section 2.7(d) of this Unit Designation, so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of the Operating Agreement relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any rightthe rights, privilege or voting power powers and preferences of the Class B Series A Holders or holders of the Voting Preferred Units; and (ii) to authorize, create or increase the authorized amount of, any class or series of Preferred Units having rights senior to the Series A Preferred Units with respect to the payment of distributions or amounts upon any Dissolution Event; provided, however, that, (A) in the case of subparagraph (i) above, no such vote of the Series A Preferred Units or the holders of Class B Units Voting Preferred Units, as suchthe case may be, unless shall be required if in connection with any such amendment, alterationalteration or repeal, by merger, consolidation or repeal otherwise, each Series A Preferred Unit and Voting Preferred Units remains Outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred equity securities of the surviving entity having preferences, other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption thereof substantially similar to those of such Series A Preferred Units or the Voting Preferred Units, as the case may be; (B) in the case of subparagraph (i) above, if such amendment affects equally, ratably materially and proportionately adversely the rights, preferences, privileges and voting or powers of one or more but not all of the Limited Partners; but subjectclasses or series of Voting Preferred Units and the Series A Preferred Units at the time Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of all such classes or series of Voting Preferred Units and the Series A Preferred Units so affected, voting as a single class regardless of class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of (or, if such consent is required by law, in any eventaddition to) the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Voting Preferred Units and the Series A Preferred Units otherwise entitled to vote as a single class in accordance herewith; and (C) in the case of subparagraph (i) or (ii) above, no such vote of the Series A Holders or holders of the Voting Preferred Units, as the case may be, shall be required if, at or prior to the following provisionstime when such action is to take effect, provision is made for the redemption of all Series A Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding or proper notice of redemption of the Series A Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Units or Voting Preferred Units, as the case may be, have been set aside for payment pursuant to the terms of the Operating Agreement. (d) For the purposes of this Section 2.7, neither: (i) With the amendment of provisions of the Operating Agreement so as to authorize or create or issue, or to increase the authorized amount of, any Junior Units or any Parity Units; nor (ii) any merger, consolidation or otherwise, in which (1) the Company is the surviving entity and the Series A Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series A Preferred Units for other preferred equity securities having rights, powers and preferences (including with respect to any OP redemption thereof) substantially similar to that of the Series A Preferred Units under this Unit Transaction, so long Designation (except for changes that do not materially and adversely affect the Series A Preferred Units considered as the Class B Units are treated in accordance with Section 16.4(ca whole) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powers and preferences of the Class B Series A Preferred Units or holders of Voting Preferred Units. (e) For purposes of the foregoing provisions of this Section 2.7, each Series A Holder shall have one vote per Series A Preferred Unit, except that when any other series of Preferred Units shall have the right to vote with the Series A Preferred Units as a single class on any matter, then the Series A Holders and the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or such other series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units shall have with respect to distributions and the distribution such matters one vote per $25.00 of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchstated liquidation preference. (bf) The Board of Directors may cause the Company to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Units or other Parity Units. (g) The foregoing voting provisions of this Section 2.7 will not apply if, at or prior to the time when the act with respect to which such a vote pursuant to this Section 2.7 would otherwise be requiredrequired shall be effected, all outstanding Class B the Series A Preferred Units shall have been converted into OP redeemed or proper notice of redemption of the Series A Preferred Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Units have been set aside for payment pursuant to the terms of this Unit Designation. (h) Notwithstanding any other provision in this Section 2.7, if at any time any Person or Group (other than any member of the Oaktree Group) is the Beneficial Owner of 20% or more of the Outstanding Series A Preferred Units, all Series A Preferred Units owned by such Person or Group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Members to vote on any matter (unless otherwise required by Applicable Law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Unit Designation and the Operating Agreement; provided, that the foregoing limitation shall not apply: (i) to any Person or Group who acquired 20% or more of the Series A Preferred Units then Outstanding directly from any member of the Oaktree Group; (ii) to any Person or Group who acquired 20% or more of the Series A Preferred Units then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that the Board of Directors shall have notified such Person or Group in writing that such limitation shall not apply; or (iii) to any Person or Group who acquired 20% or more of the Series A Preferred Units with the prior written approval of the Board of Directors, which approval may be withheld in the Board of Directors’ sole discretion. (i) So long as any Series A Preferred Units are Outstanding and only in the event of a Nonpayment, the Manager hereby irrevocably (i) agrees that from time to time, automatically and without further action by the Manager, the size of the Board of Directors shall be increased by two and that the corresponding vacancies be filled, as provided by this Section 2.7, and that from time to time directors be removed and the size of the Board of Directors correspondingly decreased, as provided by this Section 2.7, and (ii) delegates to such Members as expressly provided in this Section 2.7 the filling of such vacancies and election of such directors from time to time.

Voting. (a) Holders of Class Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series B Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series B Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series B Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional Directors at a meeting of the Series B Unit; Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series B Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series B Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series B Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series B Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series B Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Company may, and upon the written request of any holder of Series B Preferred Units (addressed to the Company) shall, call a special meeting of the Series B Holders and holders of the Voting Preferred Units for the election of the two Directors to be elected by them. The Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Company shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XII of the Operating Agreement in connection with the expiration of the term of the two Directors elected pursuant to this Section 2.7. The Series B Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series B Holders and holders of the Voting Preferred Units pursuant to this Section 2.7. If any vacancy shall occur among the Directors elected by the Series B Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining Director elected by the Series B Holders and holders of the Voting Preferred Units or the successor of such remaining Director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 2.7, any such annual or special meeting shall be called and held applying procedures consistent with Article XII of the Operating Agreement as if references to Members were references to Series B Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XI or Article XII of the Operating Agreement, but subject to Section 2.7(d) of this Unit Designation, so long as any Class Series B Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series B Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of the Operating Agreement relating to the Series B Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any rightthe rights, privilege or voting power powers and preferences of the Class Series B Holders or holders of the Voting Preferred Units; and (ii) to authorize, create or increase the authorized amount of, any class or series of Preferred Units having rights senior to the Series B Preferred Units with respect to the payment of distributions or amounts upon any Dissolution Event; provided, however, that, (A) in the case of subparagraph (i) above, no such vote of the Series B Preferred Units or the holders of Class B Units Voting Preferred Units, as suchthe case may be, unless shall be required if in connection with any such amendment, alterationalteration or repeal, by merger, consolidation or repeal otherwise, each Series B Preferred Unit and Voting Preferred Units remains Outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred equity securities of the surviving entity having preferences, other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption thereof substantially similar to those of such Series B Preferred Units or the Voting Preferred Units, as the case may be; (B) in the case of subparagraph (i) above, if such amendment affects equally, ratably materially and proportionately adversely the rights, preferences, privileges and voting or powers of one or more but not all of the Limited Partners; but subjectclasses or series of Voting Preferred Units and the Series B Preferred Units at the time Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of all such classes or series of Voting Preferred Units and the Series B Preferred Units so affected, voting as a single class regardless of class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of (or, if such consent is required by law, in any eventaddition to) the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Voting Preferred Units and the Series B Preferred Units otherwise entitled to vote as a single class in accordance herewith; and (C) in the case of subparagraph (i) or (ii) above, no such vote of the Series B Holders or holders of the Voting Preferred Units, as the case may be, shall be required if, at or prior to the following provisionstime when such action is to take effect, provision is made for the redemption of all Series B Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding or proper notice of redemption of the Series B Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Units or Voting Preferred Units, as the case may be, have been set aside for payment pursuant to the terms of the Operating Agreement. (d) For the purposes of this Section 2.7, neither: (i) With the amendment of provisions of the Operating Agreement so as to authorize or create or issue, or to increase the authorized amount of, any Junior Units or any Parity Units; nor (ii) any merger, consolidation or otherwise, in which (1) the Company is the surviving entity and the Series B Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series B Preferred Units for other preferred equity securities having rights, powers and preferences (including with respect to any OP redemption thereof) substantially similar to that of the Series B Preferred Units under this Unit Transaction, so long Designation (except for changes that do not materially and adversely affect the Series B Preferred Units considered as the Class B Units are treated in accordance with Section 16.4(ca whole) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powers and preferences of the Class Series B Preferred Units or holders of Voting Preferred Units. (e) For purposes of the foregoing provisions of this Section 2.7, each Series B Holder shall have one vote per Series B Preferred Unit, except that when any other series of Preferred Units shall have the right to vote with the Series B Preferred Units as a single class on any matter, then the Series B Holders and the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or such other series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units shall have with respect to distributions and the distribution such matters one vote per $25.00 of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchstated liquidation preference. (bf) The Board of Directors may cause the Company to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Units or other Parity Units. (g) The foregoing voting provisions of this Section 2.7 will not apply if, at or prior to the time when the act with respect to which such a vote pursuant to this Section 2.7 would otherwise be requiredrequired shall be effected, all outstanding Class the Series B Preferred Units shall have been converted into OP redeemed or proper notice of redemption of the Series B Preferred Units has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Units have been set aside for payment pursuant to the terms of this Unit Designation. (h) Notwithstanding any other provision in this Section 2.7, if at any time any Person or Group (other than any member of the Oaktree Group) is the Beneficial Owner of 20% or more of the Outstanding Series B Preferred Units, all Series B Preferred Units owned by such Person or Group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Members to vote on any matter (unless otherwise required by Applicable Law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Unit Designation and the Operating Agreement; provided, that the foregoing limitation shall not apply: (i) to any Person or Group who acquired 20% or more of the Series B Preferred Units then Outstanding directly from any member of the Oaktree Group; (ii) to any Person or Group who acquired 20% or more of the Series B Preferred Units then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that the Board of Directors shall have notified such Person or Group in writing that such limitation shall not apply; or (iii) to any Person or Group who acquired 20% or more of the Series B Preferred Units with the prior written approval of the Board of Directors, which approval may be withheld in the Board of Directors’ sole discretion. (i) So long as any Series B Preferred Units are Outstanding and only in the event of a Nonpayment, the Manager hereby irrevocably (i) agrees that from time to time, automatically and without further action by the Manager, the size of the Board of Directors shall be increased by two and that the corresponding vacancies be filled, as provided by this Section 2.7, and that from time to time directors be removed and the size of the Board of Directors correspondingly decreased, as provided by this Section 2.7, and (ii) delegates to such Members as expressly provided in this Section 2.7 the filling of such vacancies and election of such directors from time to time.

Voting. Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, LTIP Unitholders shall (a) Holders of Class B Units shall have those voting rights required from time to time by applicable law, if any, (ab) have the same voting rights as the Limited Partnersa holder of Membership Common Units with respect to their LTIP Units, with the Class B LTIP Units voting together as a single class with the OP Membership Common Units and having one vote per Class B Unit; LTIP Unit and (bc) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of Membership Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.6.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Membership Units or of any class or series of Partnership Interest Membership Interest, including additional OP Membership Common Units, LTIP Units or Class B Units Company Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Membership Common Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c16.4(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Notwithstanding any stated or statutory voting rights, except as set forth in Section V(b), the Holders shall not be entitled to vote (in their capacity as Holders) on any matter submitted to a vote of Class B Units shall (a) have the same voting rights as stockholders of the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and Corporation. (b) have the additional voting rights that are expressly set forth below. So long as any Class shares of Series B Units remain Preferred Stock are outstanding, the Partnership Corporation shall not, without the written consent or affirmative vote of the vote, given in person or by proxy, at a meeting called for that purpose by holders of at least a majority of the Class outstanding shares of Series B Units outstanding at the timePreferred Stock, given in person or by proxy, either in writing or at a meeting (voting separately as a single and separate class), amend, alter or repeal, whether repeal (including by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, other than a Reorganization Event pursuant to which the provisions of this Agreement applicable to Class Series B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are Preferred Stock is treated in accordance with Section 16.4(cVII(h)) hereofany provision of (i) this Certificate of Designations or (ii) the Charter, in either case, that would alter, modify or change the consummation preferences, rights, privileges or powers of such OP Unit Transaction shall not be deemed to materially the Series B Preferred Stock so as to, or in a manner that would, significantly and adversely affect such the preferences, rights, preferences, privileges or voting powers of the Class Series B Units Preferred Stock; provided that any such amendment or alteration to any provision of this Certificate of Designations or the holders Charter that alters, modifies or changes the preferences, rights, privileges or powers of Class B Units a particular Holder so as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on in a parity manner that would, significantly and adversely affect the preferences, rights, privileges or powers of such Holder in a manner disproportionate from any other Holder shall require the prior written consent of such significantly and adversely affected Holder; provided, further, that neither (x) any increase in the amount of the authorized or issued Series B Preferred Stock or any securities convertible into Series B Preferred Stock nor (y) the creation and issuance, or an increase in the authorized or issued amount, of any series of Preferred Stock, or any securities convertible into Preferred Stock, ranking equal with and/or junior to the Class Series B Units Preferred Stock with respect to distributions and the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, shall not in either case, will, in and of itself, be deemed to materially significantly and adversely affect such the preferences, rights, preferences, privileges or voting powers of the Class Series B Units Preferred Stock or any Holder and the Holders will have no right to vote their shares of Series B Preferred Stock or consent to such action solely by reason of such an increase, creation or issuance. (c) Notwithstanding the foregoing, the Corporation shall not, without the unanimous (x) written consent or (y) affirmative vote (whether given in person or by proxy at a meeting called for that purpose), in each case, of all of the holders of Class the outstanding shares of Series B Units as suchPreferred Stock, amend, alter or repeal (including by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, other than a Reorganization Event pursuant to which the Series B Preferred Stock is treated in accordance with Section VII(h)) the definitions of Applicable Conversion Rate, Base Price, Conversion Price, Dividend Rate or Series B Preferred Liquidation Amount under this Certificate of Designations. (bd) The foregoing Notwithstanding the foregoing, the Holders shall not have any voting provisions will not apply rights set out in Section V(b) if, at or prior to the effective time when of the act with respect to which such vote would otherwise be required, all outstanding Class shares of Series B Units Preferred Stock shall have been converted into OP Unitsshares of Common Stock.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i1) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii2) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B M Units shall (a) have the same voting rights as the Limited Partners, with the Class B M Units voting as a single class with the OP Units and having one vote per Class B M Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B M Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the a Class B of Class M Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to such Class B of Class M Units so as to materially and adversely affect any right, privilege or voting power of the such Class B of Class M Units or the holders of such Class B of Class M Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B M Units are treated in accordance with Section 16.4(c15.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B M Units or the holders of Class B M Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B M Units whether ranking senior to, junior to, or on a parity with the Class B M Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B M Units or the holders of Class B M Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B M Units shall have been converted into OP Units.

Voting. (a) Holders Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of Class B Units LTIP Units, LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.07(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B M Units shall (a) have the same voting rights as the Limited Partners, with the Class B M Units voting as a single class with the OP Units and having one vote per Class B M Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B M Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B M Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to the Class B M Units so as to materially and adversely affect any right, privilege or voting power of the Class B M Units or the holders of the Class B M Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B M Units are treated in accordance with Section 16.4(c15.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B M Units or the holders of Class B M Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B M Units whether ranking senior to, junior to, or on a parity with the Class B M Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B M Units or the holders of Class B M Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B M Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership The Company shall not, without the affirmative vote or consent of the holders of at least a majority fifty-one percent (51%) of the Class B Series C Preferred Units outstanding at the such time, given in person (a) reclassify any Common Units into Preferred Units ranking senior to or by proxyon parity with the Series C Preferred Units with respect to the payment of distributions or distribution of assets upon liquidation, either in writing dissolution or at a meeting winding-up of the Company, (voting separately as a class), b) issue additional Series C Preferred Units or (c) amend, alter or repealrepeal this Section 3 or any other provisions of this Schedule B or the Agreement, whether by merger, consolidation or otherwiseotherwise (a “Series C Event”), so as to negate the provisions of clause (a) or (b) of this Agreement applicable to Class B Units so as to paragraph or materially and adversely affect any special right, preference, privilege or voting power of the Class B Units or the holders of Class B Units as suchthe Series C Preferred Units. Notwithstanding anything to the contrary contained herein, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers each of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed not to materially and adversely affect such rights, preferences, privileges or voting powers power and shall not require the vote or consent of the Class B Units or the holders of Class B Units as such; and the Series C Preferred Units: (iiA) Any creation or issuance the occurrence of any Partnership of the Series C Events set forth in clause (c) of this paragraph so long as Series C Preferred Units remain outstanding with the terms thereof materially unchanged (taking into account that, upon the occurrence of such Series C Event, the Company may not be the surviving entity) and the surviving entity is a Qualified Entity, (B) the authorization or creation of, or the increase in the authorized or issued amount of, the Common Units or of any class or other series of Partnership Interest including additional OP Units or Class B Units Preferred Units, whether ranking senior to, or junior to, to or on a parity with the Class B Series C Preferred Units (and any amendments to the Agreement to effect such increase, creation or issuance), provided that no such action alters the parity of the Series C Preferred Units with respect to distributions each other series of Preferred Units that is hereafter created and that provides by its express terms that it ranks on parity with the distribution of assets upon Series C Preferred Units, and (C) the liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers winding-up of the Class B Units or Company. For purposes of the holders provisions of Class B Units as such. this Section 3, each Series C Preferred Unit shall have one (b1) The vote. Notwithstanding anything to the contrary contained herein, the foregoing voting provisions will shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired shall be effected, all outstanding Class B Series C Preferred Units shall have been converted into OP Unitsexchanged or redeemed. Except as provided herein, the holders of Series C Preferred Units shall have no voting or consent rights or other rights to participate in the management of the Company or to receive notices of meetings.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest Interest, including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of LTIP Class A Unitholders and LTIP Class B Units Unitholders shall (a) have the same voting rights as the Limited Partners, with the LTIP Class A Units and LTIP Class B Units voting as a single class with the OP Common Units and having one vote per LTIP Class A Unit and LTIP Class B Unit, respectively; and (b) have the additional voting rights that are expressly set forth below. So long as any LTIP Class A Units or LTIP Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the LTIP Class A Units and LTIP Class B Units outstanding at the time, voting as a group, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Class A Units or LTIP Class B Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Class A Units or LTIP Class B Units or the holders of LTIP Class A Unitholders or LTIP Class B Units Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i1) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the LTIP Class A Units and LTIP Class B Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Class A Units or the LTIP Class B Units or the holders of LTIP Class A Unitholders or LTIP Class B Units Unitholders as such; and (ii2) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the LTIP Class A Units and LTIP Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Class A Units or LTIP Class B Units or the holders of LTIP Class A Unitholders or LTIP Class B Units Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding LTIP Class A Units and LTIP Class B Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Preferred Units remain are outstanding, in addition to any other vote or consent of members of the Partnership shall notCompany required by law or by the Articles, without the affirmative vote consent of the holders of at least a majority of the Class B Units outstanding at the timePreferred Units, acting as a single class, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting: (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such a) Any amendment, alteration, or repeal of any of the provisions of the Articles that affects equallyadversely the voting powers, ratably and proportionately the rights, privileges and voting powers or preferences of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B the Preferred Units, provided that the amendment of the provisions of the Articles so as to authorize or create, or to increase the authorized amount of, any Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, to or on a parity with the Class B Preferred Units with respect shall not be deemed to distributions and affect adversely the voting powers, rights, or preferences of the holders of the Preferred Units; (b) The authorization or creation of, or the increase in the authorized amount of, any Units of any class or any security convertible into Units of a class ranking prior to the Preferred Units in the distribution of assets upon on any liquidation, dissolution, conservatorship, receivership, or winding up of the Company, or in the payment of distributions; or (c) The merger or consolidation of the Company with or into any other entity, unless the Preferred Units or an equivalent class of securities remain outstanding after the merger or consolidation and the resulting entity will thereafter have no class of Units and no other securities either authorized or outstanding ranking prior to the Preferred Units in the distribution of its assets on liquidation, dissolution or winding upup or in the payment of distributions, shall not be deemed to materially and adversely affect provided that no such rights, preferences, privileges or voting powers consent of the Class B Units or the holders of Class B Preferred Units as such. (b) The foregoing voting provisions will not apply shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect or when the act with respect issuance of any such prior Units or convertible security is to which be made, or when such vote would otherwise be requiredconsolidation or merger, purchase or redemption is to take effect, as the case may be, provision is made for the redemption of all outstanding Class B Preferred Units shall have been converted into OP Unitsat the time outstanding.

Voting. (a) Holders of Class B Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 16.7, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment”), the same number of directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unit; are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors automatically shall be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the General Partner shall again vest if and whenever six additional quarterly distributions have not been declared and paid, as described above. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Secretary of the General Partner may, and upon the written request of any holder of Series A Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two directors to be elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The General Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the term of the two directors elected pursuant to this Section 16.7. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units pursuant to this Section 16.7. If any vacancy shall occur among the directors elected by the Series A Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the Series A Holders and holders of the Voting Preferred Units or the successor of such remaining director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 16.7, any such annual or special meeting shall be called and held applying procedures consistent with Article XIII of this Agreement as if references to Limited Partners were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XIII or Article XIV, but subject to Section 16.7(d), so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of this Article XVI relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges powers and voting powers preferences of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges Series A Holders or voting powers holders of the Class B Units or the holders of Class B Units as suchVoting Preferred Units; and (ii) Any creation to authorize, create or issuance of any Partnership Units or of increase the authorized amount of, any class or series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking having rights senior to, junior to, or on a parity with to the Class B Series A Preferred Units with respect to the payment of distributions and the distribution or distributions of assets amounts upon liquidationany Dissolution Event; provided, dissolution or winding uphowever, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.that,

Voting. (aA) Holders of Class B Other than as expressly provided in below in this Section 8, the Series A Preferred Units shall (a) not have the same any voting rights as or powers, and the Limited Partnersconsent of the holders thereof, with shall not be required for the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and taking of any Partnership action. (bB) have the additional voting rights that are expressly set forth below. So As long as any Class B of the Series A Preferred Units shall remain outstanding, the Partnership shall not, and the General Partner shall not have the authority to cause the Partnership to, take any of the following actions without the affirmative vote prior written consent of holders owning at least sixty-six and two-thirds percent (66 and 2/3%) of the holders of at least Series A Preferred Units then issued and outstanding, voting as a majority of the Class B Units outstanding at the timesingle class, given in person or by proxy: (1) Issue any Series A Senior Units or additional Series A Preferred Units, either except for Series A Preferred Units that are issued to AR Prime pursuant to the AR Prime Contribution Agreement; provided, however, nothing in writing this clause 8(B)(1) shall prohibit the Partnership from issuing Series A Junior Units or Series A Parity Units. (2) Issue any Series A Parity Units if (x) the liquidation preference for such units exceeds the value of the consideration received by the Partnership for the issuance of such units, as determined by the Board of Directors of the REIT in its sole discretion, (y) the rates at which distributions are payable on such units are calculated on a base amount that is higher than the liquidation preference for such units, or (z) the distribution payment dates for such units are not the same as those for the Series A Preferred Units. (3) Redeem or repurchase any Series A Junior Units. (4) Redeem or repurchase any Series A Parity Units on or after the Lockout Date, unless concurrently therewith all of the Series A Preferred Units are being redeemed. (5) Redeem or repurchase any Series A Party Units prior to the Lockout Date, unless the full cumulative distributions have been or contemporaneously are declared and paid or set apart for payment for any past Series A Distribution Periods; provided that in the case of a repurchase, Series A Parity Units may not be purchased by the Partnership at a meeting price higher than the redemption price for such Series A Parity Units or if no redemption price is provided for, the liquidation preference for such Series A Parity Units, plus any accrued and unpaid distributions thereon to the extent not otherwise included in the calculation of the liquidation preference for such Series A Parity Units. (6) (x) Effectuate amendments to the Partnership Agreement (other than amendments to this Exhibit A) that would materially adversely affect the terms and conditions of, or the rights, privileges or preferences of the holders of the Series A Preferred Units or (y) effectuate amendments to any provisions set forth in this Amendment that would adversely affect the terms and conditions of, or the rights, privileges or preferences of the holders of the Series A Preferred Units. (C) In the event that the Series A Preferred Units have not been redeemed by the Partnership on the Lockout Date or within fifteen (15) days thereafter, from and after such date the Partnership shall not, and the General Partner shall not have the authority to cause the Partnership to, take any of the following actions without the prior written consent of holders owning at least sixty-six and two-thirds percent (66 and 2/3%) of the Series A Preferred Units then issued and outstanding, voting separately as a class)single class in person or by proxy: (1) Issue any Partnership Interests other than Common Units. (2) Purchase or otherwise acquire any direct or indirect interest in real property, amendexcept that the Partnership shall be permitted to make purchases or acquisitions of interests in real property where the sole consideration for such purchases or acquisitions is exclusively the issuance of Common Units. Notwithstanding the foregoing, alter the Partnership shall be permitted to consummate any purchase or repealacquisition from a Person other than the REIT Advisor, whether the Special General Partner or any of their respective Affiliates provided that such purchase or acquisition (i) was the subject of an executed purchase agreement dated at least 90 days prior to the Lockout Date or (ii) is a follow-on investment in existing real property owned by the Partnership that involves an acquisition (a) of property adjoining property already owned by the Partnership or (b) a greater ownership interest in property already owned by the Partnership; provided that, in the case of (a) and (b) above, such purchase or acquisition is being effected in order to protect, preserve or enhance the Partnership’s existing investment. (3) Sell, transfer, lease as an entirety, or otherwise dispose of any direct or indirect interest in real property; provided, however, that the Partnership shall be permitted to sell, transfer, lease or otherwise dispose of any real property to a Person other than the REIT Advisor, the Special General Partner or any of their respective Affiliates if such transaction (i) was the subject of a binding executed purchase agreement dated at least 90 days prior to the Lockout Date, or (ii) none of the net proceeds of such transaction (after customary third party transaction costs, other than those payable to Person the REIT Advisor, the Special General Partner or any of their respective Affiliates) shall be distributed to any holders of Series A Junior Units and all of such net proceeds shall instead either (x) be applied to redeem the Series A Preferred Units at the closing of such transaction or (y) be held in a segregated account which may be used solely for the redemption of the Series A Preferred Units. (4) Lend money to or guarantee the obligation of, any person other than direct or indirect subsidiaries of the REIT or the Partnership, in excess of $500,000 per annum in the aggregate; provided that the Partnership shall be permitted to make any loan or guarantee that is required to be made pursuant to a binding executed agreement dated at least 90 days prior to the Lockout Date; provided, further, that any such loan or guarantee permitted by the previous proviso shall not be permitted to be made to the REIT Advisor, the Special General Partner or any of their respective Affiliates. (5) Effectuate a merger, consolidation or otherwiserecapitalization of the Partnership or a conversion of the Partnership to an entity other than a Delaware limited partnership. (6) Enter into any new agreement or transaction, or modify or waive the terms of, or agree to terminate, any existing agreement or transaction, with the REIT Advisor, the Special General Partner or any of their respective Affiliates; provided, however, that the foregoing restriction shall not apply to the annual renewal of the advisory agreement with affiliates of the Partnership and the annual renewal of the management agreements with affiliates of the Partnership; and provided, further, that in addition to the renewal or extension of the term of any such advisory and management agreement, additional amendments or modifications to such agreements may be made as long as such amendments or modifications (including, without limitation with respect to fees payable pursuant to such agreements) are determined by the Board of Directors of the REIT to be market provisions and amendments as evidenced by a report produced or compiled by Xxxxxx X Xxxxxxx & Co., Inc. or another independent, nationally recognized valuation firm selected by the Board of Directors of the REIT. (D) Notwithstanding anything in this Section 8 to the contrary, no consent of the holders of the Series A Preferred Units shall be required with respect to any transaction if (x) prior to the closing of such transaction the Partnership has given written notice that it intends to fully redeem all of the Series A Preferred Units and (y) at the closing of such transaction the Series A Preferred Units are fully redeemed by the Partnership. (E) The Partnership shall not, and the General Partner shall not have the authority to cause the Partnership to, enter into any binding agreement to take any action that would violate the provisions of this Section 8 (a “Restricted Agreement”); provided, however, that the General Partner shall have the authority to cause the Partnership to enter into a Restricted Agreement applicable to Class B Units so as to materially and adversely affect any rightif, privilege or voting power upon the closing of the Class B Units or the holders of Class B Units as such, unless transaction contemplated by such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereofRestricted Agreement, the consummation of such OP Unit Transaction shall not Series A Preferred Units will be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of redeemed in full by the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchPartnership. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited PartnersNon-Managing Members, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of OP Units (including the Limited PartnersOP Units held by the Managing Member); but subject, in any event, to the following provisions: (i) With respect to any OP Unit TransactionTransaction (as defined in Section 4.7.F hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Membership Units or of any class or series of Partnership Membership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Common Units (including the Limited PartnersClass A Common Units held by the General Partner); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Common Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall LTIP Unitholders shall: (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class)meeting, amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i1) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.11.F, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii2) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest Interests, including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units PI Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B PI Units voting as a single class with the OP Units and having one vote per Class B PI Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B PI Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B PI Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B PI Units so as to materially and adversely affect any right, privilege or voting power of the Class B PI Units or the holders of Class B Units PI Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B PI Units are treated in accordance with Section 16.4(c) 4.9.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B PI Units or the holders of Class B Units PI Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, PI Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B PI Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B PI Units or the holders of Class B Units PI Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B PI Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Class A Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of Class B Units LTIP Units, LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.7(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (ai) Holders of Class B The Series 1 Preferred Units shall (a) will have the same such voting rights pursuant to this Agreement as the Limited Partners, such Series 1 Preferred Units would have if they were Class A Common Units that were then Outstanding and shall vote together with the Class B A Common Units voting as a single class with on an “as if” converted on the OP Units and having one date of such vote per Class B Unit; and basis. (bii) have the additional voting rights that are expressly set forth below. So long as Notwithstanding any Class B Units remain outstandingother provision of this Agreement, the Partnership Series 1 Preferred Units shall not, without the affirmative be entitled to vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and separate class on any matter that adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers or preferences of the Limited Partners; but subject, Series 1 Preferred Units in any eventmaterial respect or as required by law. Without limiting the generality of the preceding sentence, any action shall be deemed to adversely affect the following provisionsholders of the Series 1 Preferred Units in a material respect if such action would: (iA) With respect to any OP reduce the Series 1 Preferred Unit TransactionDistribution Rate, so long as change the Class B form of payment of distributions on the Series 1 Preferred Units, defer the date from which distributions on the Series 1 Preferred Units are treated in accordance with Section 16.4(c) hereofwill accrue and accumulate, cancel accrued, accumulated and unpaid distributions on the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rightsSeries 1 Preferred Units, preferences, privileges or voting powers change the seniority rights of the Class B Units or the holders of Class B Series 1 Preferred Units as such; and (ii) Any creation or issuance to the payment of distributions in relation to the Unitholders of any Partnership Units or of any other class or series of Partnership Interest including additional OP Units or Class B amend this Section 4.13; (B) reduce the amount payable or change the form of payment to the holders of the Series 1 Preferred Units whether ranking senior to, junior to, upon the voluntary or on a parity with the Class B Units with respect to distributions and the distribution of assets upon involuntary liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers sale of all or substantially all of the Class B Units assets, of the Partnership, or change the seniority of the liquidation preferences of the holders of Class B the Series 1 Preferred Units as suchin relation to the rights upon liquidation of the holders of any other class or series of Units; (C) make the Series 1 Preferred Units convertible at the option of the Partnership; or (D) result in a Fundamental Transaction. (biii) The foregoing voting provisions will not apply if, at or prior to approval of the time when holders of a majority of the act with respect to which such vote would otherwise be required, all outstanding Class B Series 1 Preferred Units shall have been converted into OP Unitsbe required to approve any matter for which the holders of the Series 1 Preferred Units are entitled to vote as a separate class.

Voting. (a) Holders of Class B Units shall (ax) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Class A Units and having one vote per Class B Unit; and (by) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c12.04(d) hereof, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Class A Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Class A Units.

Voting. (a) Holders Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of Class B Units LTIP Units, LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership General Partner shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.07(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership The Company shall not, without the affirmative vote or consent of the holders of at least a majority fifty-one percent (51%) of the Class Series B Preferred Units outstanding at the such time, given in person (a) authorize or by proxycreate, either in writing or at a meeting increase the authorized or issued amount of, any class or series of Units ranking senior to the Series B Preferred Units with respect to payments of distributions or rights upon liquidation, dissolution or winding up of the Company or reclassify any Common Units into Preferred Units ranking senior to or on parity with the Series B Preferred Units with respect to the payment of distributions or distribution of assets upon liquidation, dissolution or winding-up of the Company, (voting separately as a class), b) issue additional Series B Preferred Units or (c) amend, alter or repealrepeal this Section 3 or any other provisions of this Schedule B or the Agreement, whether by merger, consolidation or otherwiseotherwise (a "Series B Event"), so as to negate the provisions of clause (a) or (b) of this Agreement applicable to Class B Units so as to paragraph or materially and adversely affect any right, preference, privilege or voting power of the Class B Units or the holders of Class the Series B Units as suchPreferred Units. Notwithstanding anything to the contrary contained herein, unless such amendment, alteration, or repeal affects equally, ratably and proportionately (A) with respect to the rights, privileges and voting powers occurrence of any of the Limited Partners; but subject, Series B Events set forth in any event, to the following provisions: clause (ic) With respect to any OP Unit Transactionof this paragraph, so long as Series B Preferred Units remain outstanding with the Class terms thereof materially unchanged (taking into account that, upon the occurrence of such Series B Units are treated in accordance with Section 16.4(c) hereofEvent, the consummation Company may not be the surviving entity) and the surviving entity is a Qualified Entity, the occurrence of any such OP Unit Transaction Series B Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers power of holders of the Class Series B Preferred Units and (B) the authorization or creation of, or the increase in the authorized or issued amount of, the Common Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or other series of Partnership Interest including additional OP Units or Class B Units whether ranking senior toPreferred Units, in either case which rank junior to, to or on a parity with the Class Series B Preferred Units with respect (and any amendments to distributions and the distribution of assets upon liquidationAgreement to effect such increase, dissolution creation or winding upissuance), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers or otherwise require the vote or consent of the Class B Units or the holders of Class the Series B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Preferred Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of OP Units (including the Limited PartnersOP Units held by the General Partner); but subject, in any event, to the following provisions: (i) With respect to any OP Unit TransactionTransaction (as defined in Section 4.7F hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership The Company shall not, without the affirmative vote or consent of the holders of at least a majority fifty-one percent (51%) of the Class B Series A Preferred Units outstanding at the such time, given in person (i) authorize or by proxycreate, either in writing or at a meeting increase the authorized or issued amount of, any class or series of Units ranking senior to the Series A Preferred Units with respect to payments of distributions or rights upon liquidation, dissolution or winding up of the Company or reclassify any Common Units into Preferred Units ranking senior to or on parity with the Series A Preferred Units with respect to the payment of distributions or distribution of assets upon liquidation, dissolution or winding-up of the Company, (voting separately as a class), ii) issue additional Series A Preferred Units or (iii) amend, alter or repealrepeal this Section 4.3 or any other provisions of this Agreement, whether by merger, consolidation or otherwise, otherwise (an "Event") so as to negate the provisions of clause (i) or (ii) of this Agreement applicable to Class B Units so as to paragraph or materially and adversely affect any right, preference, privilege or voting power of the Class B Units or the holders of Class B Units as suchthe Series A Preferred Units. Notwithstanding anything to the contrary contained herein, unless such amendment, alteration, or repeal affects equally, ratably and proportionately (A) with respect to the rights, privileges and voting powers occurrence of any of the Limited Partners; but subject, Events set forth in any event, to the following provisions: clause (iiii) With respect to any OP Unit Transactionof this paragraph, so long as Series A Preferred Units remain outstanding with the Class B Units are treated in accordance with Section 16.4(c) hereofterms thereof materially unchanged (taking into account that, upon the occurrence of such Event, the consummation Company may not be the surviving entity) and the surviving entity is a Qualified Entity, the occurrence of any such OP Unit Transaction Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers power of holders of the Class B Series A Preferred Units and (B) the authorization or creation of, or the increase in the authorized or issued amount of, the Common Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or other series of Partnership Interest including additional OP Units or Class B Units whether ranking senior toPreferred Units, in either case which rank junior to, to or on a parity with the Class B Series A Preferred Units with respect (and any amendments to distributions and the distribution of assets upon liquidationthis Agreement to effect such increase, dissolution creation or winding upissuance), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers or otherwise require the vote or consent of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Series A Preferred Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof13.02(f), the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Class A Units or Class B LTIP Units whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. Except as required by law, the shares of this Series C shall not have any voting powers, either general or special, except as provided in this Section 6: (a) Holders Unless the vote of Class B Units the holders of a greater number of shares shall (a) have the same voting rights as the Limited Partnersthen be required by law, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority 66-2/3% of all of the Class B Units outstanding shares of this Series C at the time, time outstanding given in person or by proxy, either in writing or at a meeting (voting separately called for the purpose, on which matter the holders of shares of this Series C shall vote together as a separate class), amendshall be necessary to authorize, alter effect or repealvalidate any amendment, whether by merger, consolidation alteration or otherwise, repeal of any of the provisions of this Agreement applicable to Class B Units so as to materially and the Certificate of Incorporation of the Corporation or of any certificate, amendatory or supplemental thereto which amendment, alteration or repeal would, if effected, adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rightspowers, preferences, rights or privileges of this Series C other than any such amendment or voting powers alteration subject to paragraph (b) of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchthis Section 6. (b) The foregoing voting provisions will not apply if, at or prior Notwithstanding anything set forth herein to the contrary, the Board of Directors of the Corporation without the vote of the holders of shares of this Series C may authorize and issue additional shares of Common Stock and preferred stock ranking on a parity as to dividends and upon liquidation with the shares of this Series C. No class or series of equity securities of the Corporation may rank senior to this Series C as to dividends or upon liquidation. (1) So long as any shares of this Series C are outstanding, if the Corporation shall have failed to pay full cumulative dividends on all outstanding shares of this Series C for four Dividend Periods, whether or not consecutive, the number of directors of the Corporation shall automatically be increased by two, and the holders of this Series C shall have the right, voting together as a class and separately from all other classes and series, to elect such two additional directors at a special meeting of holders of the shares of this Series C to be held for the purpose of electing directors and thereafter at each successive annual meeting of stockholders. The right of the holders of this Series C to elect such members of the Board of Directors as aforesaid shall continue until full cumulative dividends for all past Dividend Periods on this Series C have been paid or declared and set apart for payment. (2) Each director elected by the holders of this Series C shall comply with the requirements of New Jersey law applicable to directors of a New Jersey corporation and with all federal laws applicable to directors of a savings and loan holding company. Unless otherwise required by law, directors elected by the holders of this Series C shall not become members of any of the three classes of directors otherwise required by the Certificate of Incorporation and By-laws of the Corporation with respect to the remaining directors elected by other classes or series of stock entitled to vote therefor but shall serve until the next annual meeting or until their respective successors shall be elected and shall qualify. At such time as all cumulative dividends have been paid in full, the voting right of the holders of this Series C shall, without further action, terminate, subject to revesting in the event of each and every subsequent failure of the Corporation to pay such dividends for the requisite number of periods described above. (3) The term of office of all directors elected by the holders of this Series C in office at any time when the act with respect to which aforesaid voting right is vested in such vote would holders shall terminate upon the election of their successors at any meeting of stockholders held for the purpose of electing directors, provided, however, that, without further action, and unless otherwise be requiredrequired by law, all outstanding Class B Units any director that shall have been converted into OP Unitselected by holders of this Series C as provided herein may be removed at any time, either with or without cause, by the affirmative vote of the holders of record of a majority of outstanding shares of this Series C, voting separately as one class, at a duly held meeting of the holders of this Series C. (4) Upon the later of any termination of the aforesaid voting right in accordance with the foregoing provisions or the expiration of the minimum term of office required by law, the term of office of all directors elected by the holders of this Series C pursuant thereto then in office shall, without further action, thereupon terminate unless otherwise required by law. Upon such termination, the number of directors constituting the board of directors of the Corporation shall, without further action, be reduced by two, subject always to the increase of the number of directors pursuant to the provisions of this paragraph (c) in the case of the future right of such holders of this Series C to elect directors as provided herein. (5) Unless otherwise required by law, in case of any vacancy occurring among the directors so elected by the holders of this Series C, the remaining director may appoint a successor to hold office for the unexpired term of the director whose place shall be vacant, and if all directors so elected shall cease to serve as directors before their term shall expire, the holders of this Series C then outstanding may, at a meeting of such holders duly held, elect successors to hold office for the unexpired terms of the directors whose places shall be vacant. (6) The directors elected by the holders of this Series C in accordance with the provisions of this paragraph (c) shall be entitled to one vote per director on any matter and otherwise to the same rights and privileges as all other directors of the Corporation. (7) So long as any shares of this Series C are outstanding, the Certificate of Incorporation and By-laws of the Corporation shall contain provisions ensuring that the number of directors of the Corporation shall at all times be such that the exercise by the holder of shares of this Series C of the right to elect directors under the circumstances provided in this paragraph (c) will not contravene any provisions of the Corporation's Certificate of Incorporation or By-laws. (8) On any matter on which the holders of Series C shall be entitled to vote, they shall be entitled to one vote for each share held. The holders of Series C shall vote only as a separate class; their votes shall not be counted together with the holders of the Common Stock or any other class or series of Preferred Stock as a single class. At any meeting of stockholders held while holders of this Series C have the voting power set forth in this paragraph (c), the holders of a majority of the then outstanding shares of this Series C who are present in person or by proxy shall be sufficient to constitute a quorum for the election of directors as herein provided. (d) Notwithstanding anything to the contrary in Chapter 11 of the New Jersey Business Corporation Act, the holders of this Series C shall be entitled to dissenters' rights pursuant to, and to the fullest extent permitted by, the Chapter 11 of the New Jersey Business Corporation Act in the event of a merger or consolidation in which the Corporation is a constituent corporation or the sale of substantially all of the assets of the Corporation.

Voting. (a) Holders of Class B Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 16.8, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment Event”), the same number of directors then constituting the Board of Directors shall automatically be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unitare exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional directors (the “Preferred Directors”) at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided; provided that the Board of Directors shall at no time include more than two Preferred Directors. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment Event, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two Preferred Directors shall cease and the terms of office of all Preferred Directors shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors shall automatically be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the General Partner shall again vest if and whenever a Nonpayment Event has occurred, as described above. (b) If a Nonpayment Event or a subsequent Nonpayment Event shall have occurred, the additional Secretary of the General Partner may, and upon the written request of any holder of Series A Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the Preferred Directors to be elected by them. The Preferred Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The General Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the term of the Preferred Directors. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any Preferred Director. If any vacancy shall occur among the Preferred Directors, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining Preferred Director or the successor of such remaining Preferred Director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 16.8, any such annual or special meeting shall be called and held applying procedures consistent with Article XIII of this Agreement as if references to Limited Partners were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XIII or Article XIV, but subject to Section 16.8(d), so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of this Article XVI relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any rightthe voting powers, privilege rights or voting power preferences of the Class B Units Series A Holders or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchVoting Preferred Units; and (ii) Any creation to authorize, create or issuance of any Partnership Units or of increase the authorized amount of, any class or series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking having rights senior to, junior to, or on a parity with to the Class B Series A Preferred Units with respect to the payment of distributions and the distribution of assets or amounts upon liquidationany Dissolution Event; provided, dissolution or winding uphowever, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.that,

Voting. (a) Holders of Class B Units Profit Interest Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B Profit Interest Units voting as a single class with the OP Partnership Units and having one vote per Class B Profit Interest Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Profit Interest Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Profit Interest Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Profit Interest Units so as to materially and adversely affect any right, privilege or voting power of the Class B Profit Interest Units or the holders of Class B Units Profit Interest Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Partnership Units (including the Limited PartnersPartnership Units held by the General Partner); but subject, in any event, to the following provisions: (i1) With respect to any OP Partnership Unit TransactionTransaction (as defined in Section 4.8(F) hereof), so long as the Class B Profit Interest Units are treated in accordance with Section 16.4(c4.8(F) hereof, the consummation of such OP Partnership Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Profit Interest Units or the holders of Class B Units Profit Interest Unitholders as such; and (ii2) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Partnership Units or Class B Units Profit Interest Units, whether ranking senior to, junior to, or on a parity with the Class B Profit Interest Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Profit Interest Units or the holders of Class B Units Profit Interest Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B Profit Interest Units shall have been converted into OP Partnership Units.

Voting. (a) Holders of Class B Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 16.8, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment”), the same number of directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unit; are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors automatically shall be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the Managing Partner shall again vest if and whenever six additional quarterly distributions have not been declared and paid, as described above. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Secretary of the Managing Partner may, and upon the written request of any holder of Series A Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two directors to be elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Managing Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the term of the two directors elected pursuant to this Section 16.8. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units pursuant to this Section 16.8. If any vacancy shall occur among the directors elected by the Series A Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the Series A Holders and holders of the Voting Preferred Units or the successor of such remaining director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 16.8, any such annual or special meeting shall be called and held applying procedures consistent with Article XIII of this Agreement as if references to Limited Partners were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XIII or Article XIV, but subject to Section 16.8(d), so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of this Article XVI relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges powers and voting powers preferences of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges Series A Holders or voting powers holders of the Class B Units or the holders of Class B Units as suchVoting Preferred Units; and (ii) Any creation to authorize, create or issuance of any Partnership Units or of increase the authorized amount of, any class or series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking having rights senior to, junior to, or on a parity with to the Class B Series A Preferred Units with respect to the payment of distributions and the distribution of assets or amounts upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.any Dissolution Event;

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 17.8, the Series B Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series B Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment”), the same number of directors then constituting the Board of Directors automatically shall be increased by two and the Series B Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional directors at a meeting of the Series B Unit; Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series B Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series B Holders and the holders of such Voting Preferred Units to elect such two additional directors shall cease and the terms of office of all directors elected by the Series B Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors automatically shall be reduced by two. However, the right of the Series B Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the Managing Partner shall again vest if and whenever six additional quarterly distributions have not been declared and paid, as described above. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Secretary of the Managing Partner may, and upon the written request of any holder of Series B Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series B Holders and holders of the Voting Preferred Units for the election of the two directors to be elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Managing Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the term of the two directors elected pursuant to this Section 17.8. The Series B Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series B Holders and holders of the Voting Preferred Units pursuant to this Section 17.8. If any vacancy shall occur among the directors elected by the Series B Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the Series B Holders and holders of the Voting Preferred Units or the successor of such remaining director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 17.8, any such annual or special meeting shall be called and held applying procedures consistent with Article XIII of this Agreement as if references to Limited Partners were references to Series B Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XIII or Article XIV, but subject to Section 17.8(d), so long as any Class Series B Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series B Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of this Article XVII relating to the Series B Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges powers and voting powers preferences of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class Series B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges Holders or voting powers holders of the Class B Units or the holders of Class B Units as suchVoting Preferred Units; and (ii) Any creation to authorize, create or issuance of any Partnership Units or of increase the authorized amount of, any class or series of Partnership Interest including additional OP Preferred Units or Class having rights senior to the Series B Units whether ranking senior to, junior to, or on a parity with the Class B Preferred Units with respect to the payment of distributions and the distribution of assets or amounts upon liquidationany Dissolution Event; provided, dissolution or winding uphowever, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.that,

Voting. (a) Holders of Class B Series E Preferred Units shall (a) not have the same any voting rights rights, except as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and described below in this Section 4. (b) have the additional voting rights that are expressly set forth below. So long as any Class B Series E Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of the holders of at least a majority of the Class B Series E Preferred Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize, create, issue or increase the authorized or issued amount of any class or series of partnership interests in the Partnership ranking senior to the Series E Preferred Units with respect to the payment of distributions or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership or reclassify any Common Units, other Preferred Units or any class of Substitute Units into such partnership interests, or create, authorize or issue any obligation or security convertible or exchangeable into or evidencing the right to purchase any such partnership interests; or (ii) amend, alter or repealrepeal the provisions of the Fifth Amended and Restated Agreement of Limited Partnership, as amended, whether by merger, merger or consolidation or otherwiseotherwise (an “Event”), so as to (A) negate the provisions of clause (i) or (ii) of this Agreement applicable paragraph, (B) materially and adversely affect the right of the holders of Series E Preferred Units to Class B transfer such Units so as unless the amendment also applies to the holders of all other Units, (C) give the holders of any partnership interest a right to the payment of distributions from the Partnership or a right to the distribution of amounts upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership that ranks senior to the Series E Preferred Units or (D) materially and adversely affect any right, preference, privilege or voting power of the Class B Series E Preferred Units or the holders of Class B Units as suchthereof contained in this Schedule C. Notwithstanding anything to the contrary contained herein, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers each of the Limited Partners; but subject, in any event, following shall be deemed not to the following provisions: (i) With respect to materially and adversely affect any OP Unit Transactionsuch right, preference, privilege or voting power or (ii) otherwise require the vote or consent of the holders of the Series E Preferred Units: (X) the occurrence of any merger, consolidation, entity conversion, unit exchange, recapitalization of the Common Units or other business combination or reorganization, so long as either (1) the Class B Partnership is the surviving entity and the Series E Preferred Units remain outstanding with the terms thereof materially unchanged (including without limitation the terms with respect to distributions, voting, redemption and conversion), or (2) if the Partnership is not the surviving entity in such transaction, interests in an entity having substantially the same rights and terms (including without limitation rights to distributions, voting, redemption and conversion) as the Series E Preferred Units are treated in accordance exchanged or substituted for the Series E Preferred Units (and with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers terms of the Class B Common Units or such other securities for which the Series E Preferred Units (or the substitute or exchanged security therefor) are convertible or redeemable materially the same with respect to rights to distributions, voting and redemption), (Y) any increase in the amount of the authorized Preferred Units or Common Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership other series or class of Preferred Units or Common Units or any increase in the amount of Common Units or any class or other series of Partnership Interest including additional OP Preferred Units, in each case so long as such Units or Class B Units whether ranking senior to, junior to, or rank on a parity with or junior to the Class B Series E Preferred Units with respect to the payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers winding-up of the Class B Units Partnership and (Z) a sale or other disposition of all or substantially all of the Partnership’s assets (by merger or otherwise) if, in connection with such transaction, the holders of Class B Series E Preferred Units as such. have the opportunity to surrender all of the issued and outstanding Series E Preferred Units in exchange for a cash payment equal to the amount that such holders would be entitled to receive in respect thereof upon a liquidation, dissolution or winding-up of the Partnership (bsuch surrender and payment to be made contemporaneously with the closing of such transaction) and any resulting dissolution, liquidation and/or winding-up of the Partnership. The foregoing voting provisions will shall not apply ifapply, if at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired shall be effected, all outstanding Class B Series E Preferred Units shall have been converted into OP Unitsor redeemed. For purposes of the foregoing provisions of this Section 4, each Series E Preferred Unit shall have one (1) vote. Except as otherwise required by applicable law or as set forth herein, the Series E Preferred Units shall not have any voting rights or powers and the consent of the holders thereof shall not be required for the taking of any action.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c13.02(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B LTIP Units whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Series E Preferred Units shall (a) not have the same any voting rights rights, except as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and described below in this Section 4. (b) have the additional voting rights that are expressly set forth below. So long as any Class B Series E Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of the holders of at least a majority of the Class B Series E Preferred Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize, create, issue or increase the authorized or issued amount of any class or series of partnership interests in the Partnership ranking senior to the Series E Preferred Units with respect to the payment of distributions or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership or reclassify any Common Units, other Preferred Units or any class of Substitute Units into such partnership interests, or create, authorize or issue any obligation or security convertible or exchangeable into or evidencing the right to purchase any such partnership interests; or (ii) amend, alter or repealrepeal the provisions of the Sixth Amended and Restated Agreement of Limited Partnership, as amended, whether by merger, merger or consolidation or otherwiseotherwise (an “Event”), so as to (A) negate the provisions of clause (i) or (ii) of this Agreement applicable paragraph, (B) materially and adversely affect the right of the holders of Series E Preferred Units to Class B transfer such Units so as unless the amendment also applies to the holders of all other Units, (C) give the holders of any partnership interest a right to the payment of distributions from the Partnership or a right to the distribution of amounts upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership that ranks senior to the Series E Preferred Units or (D) materially and adversely affect any right, preference, privilege or voting power of the Class B Series E Preferred Units or the holders of Class B Units as suchthereof contained in this Schedule C. Notwithstanding anything to the contrary contained herein, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers each of the Limited Partners; but subject, in any event, following shall be deemed not to the following provisions: (i) With respect to materially and adversely affect any OP Unit Transactionsuch right, preference, privilege or voting power or (ii) otherwise require the vote or consent of the holders of the Series E Preferred Units: (X) the occurrence of any merger, consolidation, entity conversion, unit exchange, recapitalization of the Common Units or other business combination or reorganization, so long as either (1) the Class B Partnership is the surviving entity and the Series E Preferred Units remain outstanding with the terms thereof materially unchanged (including without limitation the terms with respect to distributions, voting, redemption and conversion), or (2) if the Partnership is not the surviving entity in such transaction, interests in an entity having substantially the same rights and terms (including without limitation rights to distributions, voting, redemption and conversion) as the Series E Preferred Units are treated in accordance exchanged or substituted for the Series E Preferred Units (and with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers terms of the Class B Common Units or such other securities for which the Series E Preferred Units (or the substitute or exchanged security therefor) are convertible or redeemable materially the same with respect to rights to distributions, voting and redemption), (Y) any increase in the amount of the authorized Preferred Units or Common Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership other series or class of Preferred Units or Common Units or any increase in the amount of Common Units or any class or other series of Partnership Interest including additional OP Preferred Units, in each case so long as such Units or Class B Units whether ranking senior to, junior to, or rank on a parity with or junior to the Class B Series E Preferred Units with respect to the payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers winding-up of the Class B Units Partnership and (Z) a sale or other disposition of all or substantially all of the Partnership’s assets (by merger or otherwise) if, in connection with such transaction, the holders of Class B Series E Preferred Units as such. have the opportunity to surrender all of the issued and outstanding Series E Preferred Units in exchange for a cash payment equal to the amount that such holders would be entitled to receive in respect thereof upon a liquidation, dissolution or winding-up of the Partnership (bsuch surrender and payment to be made contemporaneously with the closing of such transaction) and any resulting dissolution, liquidation and/or winding-up of the Partnership. The foregoing voting provisions will shall not apply ifapply, if at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired shall be effected, all outstanding Class B Series E Preferred Units shall have been converted into OP Unitsor redeemed. For purposes of the foregoing provisions of this Section 4, each Series E Preferred Unit shall have one (1) vote. Except as otherwise required by applicable law or as set forth herein, the Series E Preferred Units shall not have any voting rights or powers and the consent of the holders thereof shall not be required for the taking of any action.

Voting. (a) Holders of Class B Units shall (ax) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (by) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: : (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c12.04(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units Time-Based LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested Time-Based LTIP Units and Unvested Time-Based LTIP Units voting as a single class with the OP Common Units and having one vote per Class B Time-Based LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Time-Based LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Time-Based LTIP Units (Vested Time-Based LTIP Units and Unvested Time-Based LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Time-Based LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B Time-Based LTIP Units or the holders of Class B Units Time-Based LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: : (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f) hereof), so long as the Class B Time-Based LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Time-Based LTIP Units or the holders of Class B Units Time-Based LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, LTIP Unitholders shall (a) Holders of Class B Units shall have those voting rights required from time to time by applicable law, if any, (ab) have the same voting rights as the Limited Partnersa holder of Membership Common Units with respect to their LTIP Units, with the Class B LTIP Units voting together as a single class with the OP Membership Common Units and having one vote per Class B Unit; LTIP Unit and (bc) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of Membership Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.6.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Membership Units or of any class or series of Partnership Interest Membership Interest, including additional OP Membership Common Units, LTIP Units or Class B Units Company Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited PartnersClass A Unitholders based on the designation of such LTIP Unit, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the Managing Member) with respect to such LTIP Unit; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Units or Class A Units, Class B Units or LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. LTIP Unitholders shall (a) Holders of Class B Units shall have those voting rights required from time to time by applicable law, if any, (ab) have the same voting rights as the Limited Partnersa Holder, with the Class B LTIP Units voting as a single class with the OP Partnership Common Units and having one vote per Class B LTIP Unit; and (bc) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this the Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Partnership Common Units; but subject, in any event, to the following provisions: : (i) With with respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 16.9.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and and (ii) Any any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Partnership Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act action with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted or provision is made for such conversion to occur as of or prior to such time into OP Partnership Common Units.

Voting. (a) Holders of Class B Units shall (a) Except as provided in this Section 10, the Series A Preferred Shares will have the same no voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and rights. (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain Series A Preferred Shares are outstanding, in addition to any other vote or consent of stockholders required by the Partnership shall notCharter of the Corporation, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding votes entitled to be cast by the holders of the Series A Preferred Shares at the timetime outstanding (voting as a separate class), given in person or by proxy, either in writing or at without a meeting (voting separately as a class)or by vote at any meeting called for the purpose, amend, alter shall be necessary for effecting or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisionsvalidating: (i) With respect a Loan to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers Value Ratio of the Class B Units or the holders of Class B Units as such; andCorporation greater than seventy percent (70%); (ii) Any creation any amendment, alteration or issuance repeal of any Partnership Units of the provisions of the Charter of the Corporation or its Annexes, including the terms of any class or series of Partnership Interest including additional OP Units or Class B Units the Series A Preferred Shares (whether ranking senior toby merger, junior toconsolidation, or on a parity with transfer or conveyance of all or substantially all of its assets), that materially and adversely affects any powers, rights or preferences of the Class B Units with Series A Preferred Shares; provided, however, that the amendment of the provisions of the Charter of the Corporation so as to authorize or create or to increase the authorized amount of, any Junior Shares that are not senior in any respect to distributions and the distribution of assets upon liquidationSeries A Preferred Shares, dissolution or winding upany Parity Shares, shall not be deemed to materially adversely affect the powers, rights or preferences of the Series A Preferred Shares; and provided, further, that if any such amendment, alteration or repeal would also materially and adversely affect such rightsany powers, preferencesrights or preferences of any Parity Shares, privileges or voting powers the affirmative vote of a majority of the Class B Units or votes entitled to be cast by the holders of Class B Units the Series A Preferred Shares and such Parity Shares at the time outstanding (voting together as such.a single 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 such amendment, alteration or repeal; (biii) The foregoing a share exchange that affects the Series A Preferred Shares, a consolidation with or merger of the Corporation into another entity, or a consolidation with or merger of another entity into the Corporation, unless in each such case each Series A Preferred Share (A) shall remain outstanding without a material and adverse change to its terms and rights or (B) shall be converted into or exchanged for preferred shares of the surviving entity having preferences, conversion or other rights, voting provisions will powers, restrictions, limitations as to dividends or distributions, qualifications and terms or conditions of redemption thereof identical to that of a Series A Preferred Share (except for changes that do not apply materially and adversely affect the holders of the Series A Preferred Shares); or (iv) the authorization or creation of, or the increase in the authorized amount of, any Series A Preferred Shares or Senior Shares of any class, or any security convertible into any Series A Preferred Shares or Senior Shares of any class; provided, however, that no such vote of the holders of Series A Preferred Shares shall be required if, at or prior to the time when such action exceeding the act Loan to Value Ratio, amendment, alteration or repeal is to take effect, such share exchange, consolidation or merger is to take effect, or when the issuance of any such Series A Preferred Shares, Senior Shares or convertible securities is to be made, as the case may be, provision is made for the redemption of all Series A Preferred Shares at the time outstanding in accordance with respect to which such vote would otherwise be requiredthe terms set forth herein. (c) For purposes of the foregoing provisions of this Section 10, all outstanding Class B Units each Series A Preferred Share shall have been converted into OP Unitsone (1) vote per Share. Except as otherwise required by applicable law or as set forth herein, the Series A Preferred Shares shall not have any relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any corporate action. (d) Anything in these terms of the Series A Preferred Shares to the contrary notwithstanding, nothing in this Section 10 shall require the consent or approval of the holders of the Series A Preferred Shares, or otherwise prevent, the creation, authorization or issuance of up to $200,000 in the aggregate (as determined based upon the aggregate offering price), or purchase or acquisition by the Corporation, of Series A Preferred Shares (or Senior Shares or Parity Shares) in order to preserve the qualification of the Corporation as a real estate investment trust for federal and/or state income tax purposes or to comply with any applicable listing or continued listing requirements of any national securities exchange or automated quotation system.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subjectprovided, in that any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.”

Voting. (a) Holders of Class B Notwithstanding any provision in this Agreement to the contrary, and except as set forth in this Section 16.8, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment”), the same number of directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unit; are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of directors constituting the whole Board of Directors automatically shall be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors of the Managing Partner shall again vest if and whenever six additional quarterly distributions have not been declared and paid, as described above. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Secretary of the Managing Partner may, and upon the written request of any holder of Series A Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two directors to be elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Managing Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the term of the two directors elected pursuant to this Section 16.8. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units pursuant to this Section 16.8. If any vacancy shall occur among the directors elected by the Series A Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the Series A Holders and holders of the Voting Preferred Units or the successor of such remaining director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 16.8, any such annual or special meeting shall be called and held applying procedures consistent with Article XIII of this Agreement as if references to Limited Partners were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XIII or Article XIV, but subject to Section 16.8(d), so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of this Article XVI relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges powers and voting powers preferences of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges Series A Holders or voting powers holders of the Class B Units or the holders of Class B Units as suchVoting Preferred Units; and (ii) Any creation to authorize, create or issuance of any Partnership Units or of increase the authorized amount of, any class or series of Partnership Interest including additional OP Preferred Units or Class B Units whether ranking having rights senior to, junior to, or on a parity with to the Class B Series A Preferred Units with respect to the payment of distributions and the distribution of assets or amounts upon liquidationany Dissolution Event; provided, dissolution or winding uphowever, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.that,

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof13.02(f), the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B LTIP Units whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) LTIP Holders of Class B Units shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B Unit; LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; holders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(g) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such; such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) LTIP Holders of Class B Units shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.05(g) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Holders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.11(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) 1. With respect to any OP Common Unit TransactionTransaction (as defined in Section 2(C)(7)), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof2(C)(7), the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) 2. Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to before the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any other class or series of Partnership Interest including additional OP Parity Units then Outstanding upon which like voting rights have been conferred and are exercisable (any such other class or Class B Units whether ranking senior toseries, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up“Voting Preferred Units”), shall not be deemed have the right to materially and adversely affect such rights, preferences, privileges or voting powers elect these two additional Directors at a meeting of the Class B Units or Series A Holders and the holders of Class B such Voting Preferred Units called as suchhereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series A Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) The foregoing voting provisions will not apply ifIf a Nonpayment or a subsequent Nonpayment shall have occurred, at or prior the Company may, and upon the written request of any holder of Series A Preferred Units (addressed to the time when Company) shall, call a special meeting of the act Series A Holders and holders of the Voting Preferred Units for the election of the two Directors to be elected by them. The Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Company shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with respect Article XII of the Operating Agreement in connection with the expiration of the term of the two Directors elected pursuant to which such vote would otherwise be requiredthis Section 2.7. The Series A Holders and holders of the Voting Preferred Units, all outstanding Class B Units shall have been converted into OP Units.voting together as a class, may remove

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of Common Units, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Partnership Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the The consummation of such OP Unit a Fundamental Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; provided, that such transaction is treated as a Trigger Event and the Conversion Percentage applicable to all LTIP Units shall be deemed to be 100% in connection with such transaction; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of Class B Units LTIP Units, LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of Membership Common Units with respect to their Vested LTIP Units, with the Class B LTIP Units voting as a single class with the OP Membership Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So Unless otherwise provided in an LTIP Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, so long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the timetime that would be adversely affected by the proposed action, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units as such so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately in all material respects the rights, privileges and voting powers of the Limited Partnersholders of Membership Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.6.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Membership Units or of any class or series of Partnership Interest Membership Interest, including additional OP Membership Common Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Membership Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited PartnersClass A Unitholders, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the Managing Member); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class B Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series A Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series A Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series A Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class B Unit; are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional Directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series A Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series A Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series A Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional Company may, and upon the written request of any holder of Series A Preferred Units (addressed to the Company) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the two Directors to be elected by them. The Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Company shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XII of the Operating Agreement in connection with the expiration of the term of the two Directors elected pursuant to this Section 2.7. The Series A Holders and holders of the Voting Preferred Units, voting rights that are expressly together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Units pursuant to this Section 2.7. If any vacancy shall occur among the Directors elected by the Series A Holders and holders of the Voting Preferred Units, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining Director elected by the Series A Holders and holders of the Voting Preferred Units or the successor of such remaining Director, to serve until the next special meeting (convened as set forth belowin the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. So Except to the extent expressly provided otherwise in this Section 2.7, any such annual or special meeting shall be called and held applying procedures consistent with Article XII of the Operating Agreement as if references to Members were references to Series A Holders and holders of Voting Preferred Units. (c) Notwithstanding anything to the contrary in Article XI or Article XII of the Operating Agreement, but subject to Section 2.7(d) of this Unit Designation, so long as any Class B Series A Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of the Operating Agreement relating to the Series A Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any rightthe rights, privilege or voting power powers and preferences of the Class B Series A Holders or holders of the Voting Preferred Units; and (ii) to authorize, create or increase the authorized amount of, any class or series of Preferred Units having rights senior to the Series A Preferred Units with respect to the payment of distributions or amounts upon any Dissolution Event; provided, however, that, (A) in the case of subparagraph (i) above, no such vote of the Series A Preferred Units or the holders of Class B Units Voting Preferred Units, as suchthe case may be, unless shall be required if in connection with any such amendment, alterationalteration or repeal, by merger, consolidation or repeal affects equallyotherwise, ratably each Series A Preferred Unit and proportionately Voting Preferred Units remains Outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred equity securities of the surviving entity having preferences, other rights, privileges voting powers, restrictions, limitations as to distributions, qualifications and voting powers terms and conditions of redemption thereof substantially similar to those of such Series A Preferred Units or the Limited Partners; but subjectVoting Preferred Units, as the case may be; (B) in any event, to the following provisions: case of subparagraph (i) With respect to any OP Unit Transactionabove, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of if such OP Unit Transaction shall not be deemed to amendment affects materially and adversely affect such the rights, preferences, privileges or voting powers of one or more but not all of the Class B classes or series of Voting Preferred Units or and the Series A Preferred Units at the time Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of Class B all such classes or series of Voting Preferred Units and the Series A Preferred Units so affected, voting as sucha single class regardless of class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of (or, if such consent is required by law, in addition to) the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Voting Preferred Units and the Series A Preferred Units otherwise entitled to vote as a single class in accordance herewith; and (C) in the case of subparagraph (i) or (ii) Any creation above, no such vote of the Series A Holders or issuance holders of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior tothe Voting Preferred Units, junior to, or on a parity with as the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding upcase may be, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply required if, at or prior to the time when such action is to take effect, provision is made for the act with respect redemption of all Series A Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding or proper notice of redemption of the Series A Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding has been given and funds sufficient to which such vote would otherwise be requiredpay the redemption price for all of the Series A Preferred Units or Voting Preferred Units, all outstanding Class B Units shall as the case may be, have been converted into OP set aside for payment pursuant to the terms of the Operating Agreement. (d) For the purposes of this Section 2.7, neither: (i) the amendment of provisions of the Operating Agreement so as to authorize or create or issue, or to increase the authorized amount of, any Junior Units or any Parity Units.; nor (ii) any merger, consolidation or otherwise, in which (1) the Company is the surviving entity and the Series A Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner ); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series B Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series B Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series B Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any other class or series of Partnership Interest including additional OP Parity Units then Outstanding upon which like voting rights have been conferred and are exercisable (any such other class or Class B Units whether ranking senior toseries, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up“Voting Preferred Units”), shall not be deemed have the right to materially and adversely affect such rights, preferences, privileges or voting powers elect these two additional Directors at a meeting of the Class Series B Units or Holders and the holders of Class such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series B Preferred Units as suchfor four consecutive Distribution Periods following the Nonpayment, then the right of the Series B Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series B Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series B Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series B Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) The foregoing voting provisions will not apply ifIf a Nonpayment or a subsequent Nonpayment shall have occurred, at or prior the Company may, and upon the written request of any holder of Series B Preferred Units (addressed to the time when Company) shall, call a special meeting of the act Series B Holders and holders of the Voting Preferred Units for the election of the two Directors to be elected by them. The Directors elected at any such special meeting shall hold office until the next annual meeting or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Company shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with respect Article XII of the Operating Agreement in connection with the expiration of the term of the two Directors elected pursuant to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.this

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the other Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of the Limited PartnersClass A Units (including the Class A Units held by the General Partner or the Parent); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.7.F, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units, LTIP Units or Class B Units A Performance LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (a) Holders of Class Notwithstanding any provision in the Operating Agreement to the contrary, and except as set forth in this Section 2.7, the Series B Preferred Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Company action or inaction. Notwithstanding any provision in the Operating Agreement to the contrary, if and whenever six quarterly distributions (awhether or not consecutive) payable on the Series B Preferred Units have not been declared and paid (a “Nonpayment”), the same number of Directors then constituting the Board of Directors automatically shall be increased by two and the Series B Holders, voting rights as the Limited Partners, with the Class B Units voting together as a single class with the OP holders of any other class or series of Parity Units then Outstanding upon which like voting rights have been conferred and having one vote per Class are exercisable (any such other class or series, “Voting Preferred Units”), shall have the right to elect these two additional Directors at a meeting of the Series B Unit; Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on the Series B Preferred Units for four consecutive Distribution Periods following the Nonpayment, then the right of the Series B Holders and the holders of such Voting Preferred Units to elect such two additional Directors shall cease and the terms of office of all directors elected by the Series B Holders and holders of the Voting Preferred Units shall forthwith terminate immediately and the number of Directors constituting the whole Board of Directors automatically shall be reduced by two and, for purposes of determining whether a Nonpayment has occurred, the number of quarterly distributions payable on the Series B Preferred Units that have not been declared and paid shall be reset to zero. However, the right of the Series B Holders and the holders of the Voting Preferred Units to elect two additional directors on the Board of Directors shall again vest if and whenever another Nonpayment occurs. (b) If a Nonpayment or a subsequent Nonpayment shall have occurred, the additional voting rights that are expressly set forth below. So Company may, and upon the written request of any holder of Series B Preferred Units (addressed to the Company) shall, call a special meeting of (c) Notwithstanding anything to the contrary in Article XI or Article XII of the Operating Agreement, but subject to Section 2.7(d) of this Unit Designation, so long as any Class Series B Preferred Units remain outstandingare Outstanding, the Partnership shall not, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series B Holders and holders of at least a majority of the Class B Units outstanding Voting Preferred Units, at the timetime Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing or at without a meeting or by vote at any meeting called for the purpose, shall be necessary: (voting separately as a class), i) to amend, alter or repealrepeal any of the provisions of the Operating Agreement relating to the Series B Preferred Units or any series of Voting Preferred Units, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to affect materially and adversely affect any rightthe rights, privilege or voting power powers and preferences of the Class Series B Holders or holders of the Voting Preferred Units; and (ii) to authorize, create or increase the authorized amount of, any class or series of Preferred Units having rights senior to the Series B Preferred Units with respect to the payment of distributions or amounts upon any Dissolution Event; provided, however, that, (A) in the case of subparagraph (i) above, no such vote of the Series B Preferred Units or the holders of Class B Units Voting Preferred Units, as suchthe case may be, unless shall be required if in connection with any such amendment, alterationalteration or repeal, by merger, consolidation or repeal affects equallyotherwise, ratably each Series B Preferred Unit and proportionately Voting Preferred Units remains Outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred equity securities of the surviving entity having preferences, other rights, privileges voting powers, restrictions, limitations as to distributions, qualifications and voting powers terms and conditions of redemption thereof substantially similar to those of such Series B Preferred Units or the Limited PartnersVoting Preferred Units, as the case may be; but subject, (B) in any event, to the following provisions: case of subparagraph (i) With respect to any OP Unit Transactionabove, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of if such OP Unit Transaction shall not be deemed to amendment affects materially and adversely affect such the rights, preferences, privileges or voting powers of one or more but not all of the Class classes or series of Voting Preferred Units and the Series B Preferred Units or at the time Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of Class all such classes or series of Voting Preferred Units and the Series B Preferred Units so affected, voting as sucha single class regardless of class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of (or, if such consent is required by law, in addition to) the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Voting Preferred Units and the Series B Preferred Units otherwise entitled to vote as a single class in accordance herewith; and and (C) in the case of subparagraph (i) or (ii) Any creation above, no such vote of the Series B Holders or issuance holders of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior tothe Voting Preferred Units, junior to, or on a parity with as the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding upcase may be, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply required if, at or prior to the time when such action is to take effect, provision is made for the act redemption of all Series B Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding or proper notice of redemption of the Series B Preferred Units or Voting Preferred Units, as the case may be, at the time Outstanding has been given and funds sufficient to pay the redemption price for all of (d) For the purposes of this Section 2.7, neither: (i) the amendment of provisions of the Operating Agreement so as to authorize or create or issue, or to increase the authorized amount of, any Junior Units or any Parity Units; nor (ii) any merger, consolidation or otherwise, in which (1) the Company is the surviving entity and the Series B Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.the holders thereof; or

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner or the Parent); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7F hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7F hereof, the consummation of such OP Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (aA) Except as otherwise provided herein or by law, each holder of Common Stock shall be entitled to one vote in respect of each share of Common Stock held of record on all matters submitted to a vote of stockholders. (B) The Class B-1 Holders and Class B-2 Holders shall have the voting rights set forth below and as otherwise from time to time required by law. When voting separately as a class, each share of Class B Units B-1 Non-Voting Stock and Class B-2 Non-Voting Stock shall (a) have the same voting rights as the Limited Partners, with entitle the Class B Units voting B-1 Holder and Class B-2 Holder thereof, respectively, to one vote. (1) [Notwithstanding section (c) of this Article IV,]3 [E]xcept as a single class with otherwise required by law and except as otherwise provided for herein, no share of Class B-1 Non-Voting Stock or Class B-2 Non-Voting Stock shall entitle the OP Units and having one vote per Class B Unit; and B-1 Holder or Class B-2 Holder thereof, respectively, to vote. (b2) have Without the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the consent or affirmative vote of the holders Class B-1 Holders of at least a majority of the outstanding shares of Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (B-1 Non-Voting Stock voting separately together as a single class), amendthe Corporation shall not authorize, alter or take any action, directly or indirectly, to alter, repeal, change or amend any provision of this Certificate of Incorporation, whether by or in connection with any merger, consolidation consolidation, reclassification, business combination, exchange, recapitalization, joint venture, partnership, sale, transfer, conveyance, lease, other disposition of all or substantially all of its property or assets, any similar transaction or otherwise, the provisions of this Agreement applicable if such authorization or action would reasonably be expected to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units B-1 Non-Voting Stock or Common Stock into which the Class B-1 Non-Voting Stock is convertible, or any of the holders thereof. (3) Without the consent or affirmative vote of the Class B-2 Holders of at least a majority of the outstanding shares of Class B Units B-2 Non-Voting Stock voting together as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior toa single class, junior tothe Corporation shall not authorize, or on a parity take any action, directly or indirectly, to alter, repeal, change or amend any provision of this Certificate of Incorporation, whether by or in connection with the Class B Units with respect any merger, consolidation, reclassification, business combination, exchange, recapitalization, joint venture, partnership, sale, transfer, conveyance, lease, other disposition of all or substantially all of its property or assets, any similar transaction or otherwise, if such authorization or action would reasonably be expected to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powers of the Class B Units B-2 Non-Voting Stock, or any of the holders of Class B Units as suchthereof. (b4) The foregoing Without the consent or affirmative vote of each Class B-1 Holder affected, the Corporation shall not (i) amend, alter, repeal or waive this Certificate of Incorporation, whether by or in connection with any merger, consolidation, reclassification, business combination, joint venture, partnership, exchange, recapitalization, sale, transfer, conveyance, lease or other disposition of all or substantially all of its property or assets or otherwise, to alter the voting provisions will rights of the Class B-1 Non-Voting Stock or reduce the number of shares of such Class B-1 Non-Voting Stock whose Class B-1 Holders must consent to an amendment, supplement or waiver, or (ii) enter into any agreement, amend or modify any existing agreement or obligation, or issue any security that prohibits, conflicts or is inconsistent with, or would be breached by, the Corporation’s performance of its obligations hereunder. (5) Without the consent or affirmative vote of each Class B-2 Holder affected, the Corporation shall not apply if(i) amend, at alter, repeal or prior waive this Certificate of Incorporation, whether by or in connection with any merger, consolidation, reclassification, business combination, joint venture, partnership, exchange, recapitalization, sale, transfer, conveyance, lease or other disposition of all or substantially all of its property or assets or otherwise, to alter the time when voting rights of the act with respect Class B-2 Non-Voting Stock or reduce the number of shares of such Class B-2 Non-Voting Stock whose Class B-2 Holders must consent to which such vote an amendment, supplement or waiver, or (ii) enter into any agreement, amend or modify any existing agreement or obligation, or issue any security that prohibits, conflicts or is inconsistent with, or would otherwise be requiredbreached by, all outstanding Class B Units shall have been converted into OP Unitsthe Corporation’s performance of its obligations hereunder.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.10(f) hereof, the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest Interest, including without limitation additional OP Units, LTIP Units, Special Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a1) Holders Except as otherwise provided in this Article IV and except as required by law, holders of Class B Units shares of each class and series of Company Common Stock shall (a) have be entitled to vote, and shall vote together as one class, on all matters to be voted on by the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote stockholders of the holders Corporation. Except as otherwise provided in this Article IV and except as required by law, (x) with respect to all matters other than the election of at least a majority directors, each holder of the Class B Units outstanding at the time, given shares of Company Common Stock shall be entitled to one (1) vote in person or by proxyproxy for each share of Company Common Stock held of record by such holder, either and (y) with respect to the election of directors, each holder of shares of Common Stock and/or Class A Common Stock shall be entitled to one (1) vote in writing person or at a meeting by proxy for each share of Common Stock and/or Class A Common Stock held of record by such holder, and each holder of shares of Class B Common Stock shall be entitled to ten (voting separately 10) votes in person or by proxy for each share of Class B Common Stock held of record by such holder. (2) Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation, for so long as a class)any shares of Class A Common Stock or Class B Common Stock remain outstanding, amendwithout the Requisite Vote or Requisite Votes, alter as applicable (and any other vote of stockholders required by this Restated Certificate of Incorporation or repealapplicable law): (i) this Restated Certificate of Incorporation shall not be amended, whether altered or repealed (including by merger, consolidation or otherwise) in a manner that would alter or change the powers, preferences, or relative, participating, optional or other special rights of the provisions shares of this Agreement applicable to Class A Common Stock and/or Class B Units Common Stock (or any series thereof), or the qualifications, limitations or restrictions with respect thereto, so as to materially affect them adversely; (ii) no series of Preferred Stock shall be established by the Board of Directors, and adversely affect no shares of any rightseries of Preferred Stock shall be issued by the Corporation (by merger, privilege consolidation or voting power otherwise), if the terms of such series of Preferred Stock would be violated or breached by or as a result of the conversion of the shares of Class A Common Stock or Class B Units Common Stock (or any series thereof), or the holders Transfer of any such shares, in accordance with the terms of this Article IV; (iii) no shares of Class A Common Stock (or any series thereof) or Class B Common Stock (or any series thereof) shall be issued by the Corporation (including by merger, consolidation or otherwise), other than pursuant to the Merger and other than the issuance of shares of Class A Common Stock upon the conversion of shares of Class B Units Common Stock in accordance with the terms of this Article IV or upon a dividend or other distribution paid by the Corporation in shares of Company Common Stock in accordance with the terms of this Article IV; (iv) no reorganization, consolidation, combination or merger of the Corporation with or into another corporation or other entity in which shares of Class A Common Stock (or any series thereof) and/or Class B Common Stock (or any series thereof) are converted into (or entitled to receive with respect thereto) shares of stock or other securities or property (including cash) shall be permitted, unless, in such reorganization, consolidation, combination or merger, each holder of a share of Class A Common Stock and/or Class B Common Stock shall be entitled to receive with respect to each such share the same kind and amount of shares of stock or other securities or property (including cash) as suchany holder of a share of Common Stock shall be entitled to receive for a share of Common Stock; (v) the Corporation (including its Board of Directors) shall not, and shall not permit any of its subsidiaries to, make, agree to, approve or recommend any tender or exchange offer for any shares of Company Common Stock, unless such amendmenttender or exchange offer is open to all holders of shares of all series and classes of Company Common Stock and the consideration paid to any such holder for shares of Company Common Stock tendered into such tender or exchange offer is the highest consideration paid to any other holder for shares of Company Common Stock tendered into such tender or exchange offer; (vi) the Corporation shall not subdivide (by any stock split, alterationreclassification, recapitalization or repeal affects equallyotherwise) or combine (by reverse stock split, ratably and proportionately reclassification, recapitalization or otherwise) the rightsoutstanding shares of Common Stock, privileges and voting powers Class A Common Stock (or any series thereof) or Class B Common Stock (or any series thereof), unless the outstanding shares of the Limited Partners; but subjectother such classes and series of Company Common Stock shall be proportionately subdivided or combined in the same manner, in any eventeach case so that the numbers of shares of Common Stock, Class A Common Stock (and each series thereof) and Class B Common Stock (and each series thereof) outstanding immediately following such subdivision or combination shall bear the same relationship to one another as did the following provisions:numbers of shares of Common Stock, Class A Common Stock (and each series thereof) and Class B Common Stock (and each series thereof) outstanding immediately prior to such subdivision or combination; and (ivii) With respect this Section 2(D)(2) and Section 2(D)(3) of this Article IV of this Restated Certificate of Incorporation shall not be amended, altered or repealed (including by merger, consolidation or otherwise), and no provision of this Restated Certificate of Incorporation that is inconsistent with this Section 2(D)(2) or Section 2(D)(3) of this Article IV shall be adopted (including by merger, consolidation or otherwise); provided, however that no vote otherwise required by this Section 2(D)(2) shall be required for the implementation by the Company of a rights plan, including the distribution of rights to all holders of the Company Common Stock, the designation of a series of preferred stock in connection therewith, and all other actions contemplated by any OP Unit Transactionsuch rights plan and the operation thereof, so long as the Class B Units all shares of all holders of shares of Company Common Stock are treated in accordance with Section 16.4(c) hereofidentically pursuant to such distribution and, other than a holder who is an “Acquiring Person” and certain transferees of any such “Acquiring Person” under such rights plan, the consummation operation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchrights plan. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units PI Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B PI Units voting as a single class with the OP Units and having one vote per Class B PI Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B PI Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B PI Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B PI Units so as to materially and adversely affect any right, privilege or voting power of the Class B PI Units or the holders of Class B Units PI Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B PI Units are treated in accordance with Section 16.4(c) 4.9.F hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B PI Units or the holders of Class B Units PI Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, PI Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B PI Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B PI Units or the holders of Class B Units PI Unitholders as such. (b) . Back to Contents The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B PI Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of OP Units, with the Class B all Vested LTIP Units and Unvested LTIP Units voting as a single class with the OP Units and having one vote per Class B Unit; LTIP Unit and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c4.7(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including including, without limitation, additional OP Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersa holder of OP Units, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of OP Units; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c‎4.07(f) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units, LTIP Units or Class B Units Preferred Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) Holders Subject to the provisions of the Canada Business Corporations Act, the holders of the Class B Units shall (a) have the same voting rights as the Limited Partners, with A shares and the Class B Units shares shall not, as such, have any voting as a single class with rights nor shall they be entitled to attend shareholders' meetings unless and until (i) the OP Units and having one vote per Corporation shall fail to pay dividends on the Class A shares or the Class B Unitshares on six dates on which the same should be paid whether or not consecutive and whether or not such dividends have been declared and whether or not there are any moneys of the Corporation property applicable to the payments of dividends or (ii) the Corporation shall have failed to redeem Class A shares or Class B shares in accordance with Section 2 of these share conditions; and (b) have the additional voting rights that are expressly set forth below. So thereafter, but only so long as (i) any dividends on the Class A shares or the Class B Units shares remain in arrears or (ii) any redemptions which should have been made in accordance with Section 2 of these share conditions remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class A shares and the Class B Units outstanding at the timeshares shall collectively be entitled, given in person or by proxy, either in writing or at a meeting (voting separately and exclusively as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power elect two members of the Class B Units or the holders board of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers directors of the Limited PartnersCorporation; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction nothing herein contained shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers limit the right of the Class B Units Corporation from time to time to increase or decrease the holders number of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchits directors. (b) The foregoing voting provisions will not apply ifUnless the total number of directors on the board of directors of the Corporation is modified to accommodate the two directors appointed in accordance with subsection 5(a), notwithstanding anything contained in the by- laws of the Corporation, the term of office of all persons who may be directors of the Corporation at or prior to the any time when the act with respect right to which such vote would otherwise be required, all outstanding elect directors shall accrue to the holders of the Class A shares and the Class B Units shares as provided in this section 5 or who may be appointed as directors thereafter and before a meeting of shareholders shall have been converted into OP Unitsheld shall terminate upon the election of directors at the next annual meeting of shareholders or at a special meeting of shareholders which may be held for the purpose of electing directors at any time after the accrual of such right to elect directors upon not less than 21 days written notice and which shall be called by the one-tenth (1/10) of the outstanding Class A shares and Class B shares; in default of the calling of such special meeting by the secretary within five days after the making of such request such meeting may be called by any holder of record of Class A shares or Class B shares. (c) Notwithstanding anything contained in the by-laws of the Corporation (i) upon any termination of the said right to elect directors, the term of office of the directors elected or appointed to represent the holders of Class A shares and the Class B shares exclusively shall forthwith terminate and (ii) it shall not be necessary for a person to be a holder of Class A shares or Class B shares in order to qualify him for election or appointment as a director of the Corporation to represent the holders of Class A shares and the Class B shares exclusively.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Class A Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Limited PartnersClass A Units held by the General Partner); but subject, in any event, to the following provisions: (i) With respect to any OP Class A Unit TransactionTransaction (as defined in Section 4.7.F hereof), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) 4.7.F hereof, the consummation of such OP Class A Unit Table of Contents Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including in accordance with the terms of this Agreement, including, without limitation, additional OP Class A Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Class A Units.

Voting. (aA) Voting of Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth belowSeries H Preferred Units. So long as any Class B --------------------------------------------- Series H Preferred Units remain are outstanding, in addition to any other vote or consent of Series H Preferred Unitholders required by law or by the Partnership shall notAgreement, without the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of at least a majority of the Class B Series H Preferred Units outstanding at the time, given in person or by proxy, either in writing or at without a meeting (voting separately as a class)or by vote at any meeting called for the purpose, amend, alter shall be necessary for effecting or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisionsvalidating: (i) With Any amendment, alteration or repeal of any of the provisions of the Partnership Agreement that materially and adversely affects the voting powers, rights or preferences of the holders of the Series H Preferred Units; provided, however, that the amendment of the provisions of the Partnership -------- ------- Agreement so as to authorize or create or to increase the authorized amount of, any Fully Junior Units, Junior Units that are not senior in any respect to the Series H Preferred Units or any OP Unit Transaction, so long as the Class B Parity Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rightsthe voting powers, preferences, privileges rights or voting powers preferences of the Class B Units or the holders of Class B Units as suchSeries H Preferred Units; andor (ii) Any A consolidation with or merger of the Partnership into another entity, or a consolidation with or merger of another entity into the Partnership, unless in each such case each Series H Preferred Unit (i) shall remain outstanding without a material and adverse change to its terms and rights or (ii) shall be converted into or exchanged for convertible preferred units of the surviving entity having preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption thereof identical to that of a Series H Preferred Unit (except for changes that do not materially and adversely affect the holders of the Series H Preferred Units (other than the General Partner)); or (iii) The authorization, reclassification or creation of, or issuance of the increase in the authorized amount of, any Partnership Units or units of any class or series any security convertible into units of Partnership Interest including additional OP any class ranking prior to the Series H Preferred Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and in the distribution of assets upon on any liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers up of the Class B Partnership or in the payment of distributions; or (iv) Any increase in the authorized number of Series H Preferred Units or decrease in the authorized number of Series H Preferred Units below the number of units then issued and outstanding; provided, however, that no such vote of the holders of Class B Series H Preferred Units as such. (b) The foregoing voting provisions will not apply -------- ------- shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the act with respect issuance of any such prior units or convertible security is to which be made, as the case may be, provision is made for the redemption of all Series H Preferred Units at the time outstanding to the extent such redemption is authorized by Section 4 of this Designation. For purposes of the foregoing provisions of this Section 7, each Series H Preferred Unit shall have one (1) vote would per Series H Preferred Unit. Except as otherwise be requiredrequired by applicable law or as set forth herein, all outstanding Class B the Series H Preferred Units shall not have been converted into OP Unitsany relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any Partnership action.

Voting. (a) a. Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c16.4(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units Units, Class B Units, or Class B C Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) b. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partnersholders of Common Units, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth specified below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partnersholders of Common Units; but subject, in any event, to the following provisionsfollowing: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f)), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.05(f), the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units or Class B Units LTIP Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. The shares of this Series shall have no voting rights except as required by law or as set forth below. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units shares of this Series remain outstanding, unless a greater percentage shall then be required by law, the Partnership Corporation shall not, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of shares of this Series representing at least a majority of the Class B Units shares of this Series then outstanding at the time(i) authorize any Senior Stock or reclassify any Junior Stock or Parity Stock as Senior Stock, given in person or by proxy, either in writing or at a meeting (voting separately as a class), ii) amend, alter or repeal, whether by merger, consolidation or otherwise, repeal any of the provisions of this Agreement applicable to Class B Units the Certificate or the Certificate of Incorporation, so as in any such case to materially and adversely affect any rightthe voting powers, privilege designations, preferences and relative, participating, optional or voting power other special rights, and qualifications, limitations or restrictions of the Class B Units shares of this Series; PROVIDED, HOWEVER, that an amendment which effects a split of this Series or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers which effects a combination of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation shares of such OP Unit Transaction this Series into a fewer number of Shares shall not be deemed to materially and adversely affect have any such rights, preferences, privileges material adverse effect. (b) No vote or voting powers consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Class B Units or the holders of Class B Units as such; and Corporation, (ii) Any creation the authorization or issuance of any Partnership Units or class of Junior Stock (including any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers common stock of the Class B Units Corporation) or Parity Stock, (iii) the authorization, designation or issuance of additional shares of Series D Stock or (iv) subject to Section 5.1(a), the authorization or issuance of any other shares of Preferred Stock. (a) If and whenever at any time or times dividends payable on shares of this Series shall have been in arrears and unpaid in an aggregate amount equal to or exceeding the amount of dividends payable thereon for six quarterly dividend periods, then the number of directors constituting the Board of Directors shall be automatically increased by two and the holders of Class B Units shares of this Series, together with the holders of any shares of any Parity Stock as suchto which in each case dividends are in arrears and unpaid in an aggregate amount equal to or exceeding the amount of dividends payable thereon for six quarterly dividend periods, shall have the exclusive right, voting separately as a class with such other series, to elect two directors of the Corporation. (b) The foregoing Such voting provisions will not apply ifright may be exercised initially either by written consent or at a special meeting of the holders of the Preferred Stock having such voting right, called as hereinafter provided, or at or prior to any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting until such time when as all dividends in arrears on the act with respect to which such vote would otherwise be required, all outstanding Class B Units shares of this Series shall have been converted into OP Unitspaid in full and all dividends payable on the shares of this Series on four subsequent consecutive Dividend Payment Dates shall have been paid in full on such dates or funds shall have been set aside for the payment thereof, at which time such voting right and the term of the directors elected pursuant to Section 5.2(a) shall terminate. (c) At any time when such voting right shall have vested in holders of shares of such series of Preferred Stock described in Section 5.2(b), and if such right shall not already have been exercised by written consent, a proper officer of the Corporation may call, and, upon the written request, addressed to the Secretary of the Corporation, of the record holders of either (i) shares representing twenty-five percent (25%) of the voting power of the shares then outstanding of the Series D Stock or (ii) shares representing twenty-five percent (25%) of the voting power of shares of all series of Preferred Stock having such voting right, shall call, a special meeting of the holders of Preferred Stock having such voting right. Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation, or, if none, at a place designated by the Board of Directors. Notwithstanding the provisions of this Section 5.2(c), no such special meeting shall be called during a period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders. (d) At any meeting held for the purpose of electing directors at which the holders of such Preferred Stock shall have the right to elect directors as provided herein, the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of such Preferred Stock having such right shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. (e) Any director elected by holders of Preferred Stock pursuant to the voting right created under this Section 5.2 shall hold office until the next annual meeting of stockholders (unless such term has previously terminated pursuant to Section 5.2(b)) and any vacancy in respect of any such director shall be filled only by vote of the remaining director so elected, or if there be no such remaining director, by the holders of such Preferred Stock entitled to elect such director or directors by written consent or at a special meeting called in accordance with the procedures set forth in Section 5.2(c), or, if no special meeting is called or written consent executed, at the next annual meeting of stockholders. (f) In exercising the voting rights set forth in this Section 5.2, each share of this Series shall have one vote per share.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Common Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Common Unit TransactionTransaction (as defined in Section 4.05(f)), so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof4.05(f), the consummation of such OP Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Common Units, LTIP Units or Class B Units Special Units, whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to before the time when the act with respect to which such vote would otherwise be requiredrequired will be effected, all outstanding Class B LTIP Units shall have been converted into OP Common Units.

Voting. (a) Holders of Class B Units LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the Class B LTIP Units voting as a single class with the OP Units and having one vote per Class B LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B LTIP Units so as to materially and adversely affect any right, privilege or voting power of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B LTIP Units are treated in accordance with Section 16.4(c) hereof16.02(f), the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional OP Units or Class B LTIP Units whether ranking senior to, junior to, or on a parity with the Class B LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B LTIP Units or the holders of Class B Units LTIP Unitholders as such. (b) . The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B LTIP Units shall have been converted into OP Units.

Voting. (a) a. Holders of Class B C Units shall (a) have the same voting rights as the Limited Partners, with the Class B C Units voting as a single class with the OP Units and having one vote per Class B C Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B C Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B C Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B C Units so as to materially and adversely affect any right, privilege or voting power of the Class B C Units or the holders of Class B C Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B C Units are treated in accordance with Section 16.4(c17.4(d) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B C Units or the holders of Class B C Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units, Class B Units or Class B C Units whether ranking senior to, junior to, or on a parity with the Class B C Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B C Units or the holders of Class B C Units as such. (b) b. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B C Units shall have been converted into OP Units.

Voting. (a) Holders of Class B Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall 75 not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such. (b) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required, all outstanding Class B Units shall have been converted into OP Units.

Voting. (a) Except as otherwise set forth herein or in the Partnership Agreement, the Class A Units shall not have any relative, participating, optional or other special voting rights and powers, and the consent of the Holders thereof shall not be required for the taking of any partnership action. Notwithstanding anything to the contrary contained in the Partnership Agreement, this Amended and Restated Partnership Unit Designation shall not be amended without the consent of 66-2/3% of the votes entitled to be cast by the Holders of Class B A Units shall (a) have the same voting rights as the Limited Partners, with the Class B Units voting as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any Class B Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Class B Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to Class B Units so as to materially and adversely affect any right, privilege or voting power of the Class B Units or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation of such OP Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as such; and (ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Class B Units or the holders of Class B Units as suchtime outstanding. (b) The foregoing voting provisions will not apply ifFor any matter requiring a vote of the Holders of the Class A Units, at or prior each Class A Unit shall have one vote per share, except that when any other series of Partnership Preferred Units shall have the right to vote with the time when Class A Units as a single class on any matter, then the act Class A Units and such other series shall have with respect to such matters one vote per $1,000 of stated liquidation preference (or, with respect to Class A Units, the Base Amount with respect to such Class A Units). (c) As a condition of becoming a Holder of Class A Units, each Holder of Class A Units hereby irrevocably appoints Shelbourne Management (or whenever there is more than one Holder of Class A Units, and Shelbourne Management is no longer a Holder of Class A Units, Presidio Capital Investment Company, LLC ("PCIC")) as its sole and exclusive attorney in fact, which shall be coupled with an interest, to take all actions on behalf of and in the name of such vote would otherwise be required, all outstanding Holder under the Agreement. Each Holder of Class B A Units acknowledges and agrees that it shall have been converted into OP no cause of action or recourse against any person (other than Shelbourne Management (or PCIC, if applicable)) for any action or failure to act by Shelbourne Management (or PCIC, if applicable) under the Agreement, and that the Partnership and any person claiming by, through or under the Partnership shall be entitled to indemnification, out of any and all amounts otherwise distributable to the Holders of Class A Units, against all costs and expenses incurred in defending against any claims asserted by a Holder of a Class A Unit in violation of this Section 9(c).

Voting. (a) Holders The shares of Class B Units this Series shall (a) have the same no voting rights except as the Limited Partners, with the Class B Units voting required by law or as a single class with the OP Units and having one vote per Class B Unit; and (b) have the additional voting rights that are expressly set forth below. . a. So long as any Class B Units shares of this Series remain outstanding, unless a greater percentage shall then be required by law, the Partnership Corporation shall not, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of shares of this Series representing at least a majority of the Class B Units shares of this Series then outstanding at the time(i) authorize any Senior Stock or reclassify any Junior Stock or Parity Stock as Senior Stock, given in person or by proxy, either in writing or at a meeting (voting separately as a class), ii) amend, alter or repeal, whether by merger, consolidation or otherwise, repeal any of the provisions of this Agreement applicable to Class B Units the Certificate or the Certificate of Incorporation, so as in any such case to materially and adversely affect any rightthe voting powers, privilege designations, preferences and relative, participating, optional or voting power other special rights, and qualifications, limitations or restrictions of the Class B Units shares of this Series; provided, however, that an -------- ------- amendment which effects a split of this Series or the holders of Class B Units as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers which effects a combination of the Limited Partners; but subject, in any event, to the following provisions: (i) With respect to any OP Unit Transaction, so long as the Class B Units are treated in accordance with Section 16.4(c) hereof, the consummation shares of such OP Unit Transaction this Series into a fewer number of Shares shall not be deemed to materially and adversely affect have any such rights, preferences, privileges material adverse effect. x. Xx vote or voting powers consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Class B Units or the holders of Class B Units as such; and Corporation, (ii) Any creation the authorization or issuance of any Partnership Units or class of Junior Stock (including any class or series of Partnership Interest including additional OP Units or Class B Units whether ranking senior to, junior to, or on a parity with the Class B Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers common stock of the Class B Units Corporation) or Parity Stock, (iii) the authorization, designation or issuance of additional shares of Series D Stock or (iv) subject to Section 5.1(a), the authorization or issuance of any other shares of Preferred Stock. b. If and whenever at any time or times dividends payable on shares of this Series shall have been in arrears and unpaid in an aggregate amount equal to or exceeding the amount of dividends payable thereon for six quarterly dividend periods, then the number of directors constituting the Board of Directors shall be automatically increased by two and the holders of Class B Units shares of this Series, together with the holders of any shares of any Parity Stock as suchto which in each case dividends are in arrears and unpaid in an aggregate amount equal to or exceeding the amount of dividends payable thereon for six quarterly dividend periods, shall have the exclusive right, voting separately as a class with such other series, to elect two directors of the Corporation. (b) The foregoing i. Such voting provisions will not apply ifright may be exercised initially either by written consent or at a special meeting of the holders of the Preferred Stock having such voting right, called as hereinafter provided, or at or prior to any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting until such time when as all dividends in arrears on the act with respect to which such vote would otherwise be required, all outstanding Class B Units shares of this Series shall have been converted into OP Unitspaid in full and all dividends payable on the shares of this Series on four subsequent consecutive Dividend Payment Dates shall have been paid in full on such dates or funds shall have been set aside for the payment thereof, at which time such voting right and the term of the directors elected pursuant to Section 5.2(a) shall terminate. xx. Xx any time when such voting right shall have vested in holders of shares of such series of Preferred Stock described in Section 5.2(b), and if such right shall not already have been exercised by written consent, a proper officer of the Corporation may call, and, upon the written request, addressed to the Secretary of the Corporation, of the record holders of either (i) shares representing twenty-five percent (25%) of the voting power of the shares then outstanding of the Series D Stock or (ii) shares representing twenty-five percent (25%) of the voting power of shares of all series of Preferred Stock having such voting right, shall call, a special meeting of the holders of Preferred Stock having such voting right. Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation, or, if none, at a place designated by the Board of Directors. Notwithstanding the provisions of this Section 5.2(c), no such special meeting shall be called during a period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders. xxx. Xx any meeting held for the purpose of electing directors at which the holders of such Preferred Stock shall have the right to elect directors as provided herein, the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of such Preferred Stock having such right shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. iv. Any director elected by holders of Preferred Stock pursuant to the voting right created under this Section 5.2 shall hold office until the next annual meeting of stockholders (unless such term has previously terminated pursuant to Section 5.2(b)) and any vacancy in respect of any such director shall be filled only by vote of the remaining director so elected, or if there be no such remaining director, by the holders of such Preferred Stock entitled to elect such director or directors by written consent or at a special meeting called in accordance with the procedures set forth in Section 5.2(c), or, if no special meeting is called or written consent executed, at the next annual meeting of stockholders. x. Xx exercising the voting rights set forth in this Section 5.2, each share of this Series shall have one vote per share.