Common use of Special Approval Rights Clause in Contracts

Special Approval Rights. In addition to, and not in limitation of, the provisions of Section 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), the General Partner and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would similarly alter, change, modify or amend the rights, powers or privileges of the Class A Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as the LTIP Units either (x) are all converted into Class A Units immediately prior to the effectiveness of the transaction, (y) remain outstanding with the terms thereof materially unchanged or (z) if the Partnership is not the surviving entity in such transaction, are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Units or (y) does require such consent and is authorized by a vote of the holders of Class A Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. Attachment A to Exhibit E Notice of Election by Partner to Convert LTIP Units into Class A Units The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Property Trust LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:___________________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: __________________________________________________ Conversion Date:___________________________________________________________________ _________________________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) _________________________________________________________________________________ (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit E Notice of Election by Partnership to Force Conversion of LTIP Units into Class A Units GPT Property Trust LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder:_____________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: ___________________________________________ Conversion Date:____________________________________________________________ EXHIBIT F DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE

Special Approval Rights. In addition to, and not in limitation of, the provisions of Section 9.A 10(a) above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), the General Partner Company and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding 2005 LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of 2005 LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would similarly alter, change, modify or amend the rights, powers or Exh. I-7 privileges of the Class A Common Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as the 2005 LTIP Units either (x) are all converted into Class A Units immediately prior to the effectiveness of the transaction, (y) remain outstanding with the terms thereof materially unchanged or (z) or, if the Partnership is not the surviving entity in such transaction, are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the 2005 LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Common Units or such other securities into which the 2005 LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Common Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the 2005 LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Common Units or (y) does require such consent and is authorized by a vote of the holders of Class A Common Units; and 2005 LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding 2005 LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2005 LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding 2005 LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. Attachment Exh. I-8 Schedule A to Exhibit E Notice ---------- Name and Address Number of Election by Partner to Convert 2005 LTIP Units into Class ---------------- ------------------------- Xxxxx X. Xxxxxxx 200,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxx 25,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxx X. Xxxxxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx Xxxxxxxxxxx 15,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 X.X. Xxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxxx 2,600 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxx Xxxxxxx 10,000 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxx 6,500 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Sch. A Units The undersigned holder of Exhibit A NOTICE OF ELECTION BY PARTNER TO CONVERT 2005 LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Property Trust LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:___________________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: __________________________________________________ Conversion Date:___________________________________________________________________ _________________________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) _________________________________________________________________________________ (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit E Notice of Election by Partnership to Force Conversion of LTIP Units into Class A Units GPT Property Trust LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder:_____________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: ___________________________________________ Conversion Date:____________________________________________________________ EXHIBIT F DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THEUNITS INTO COMMON UNITS

Special Approval Rights. In addition to, and not in limitation of, the provisions of Section 9.A above (and notwithstanding anything appearing to be contrary in the Agreement), the General Partner and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would similarly alter, change, modify or amend the rights, powers or privileges of the Class A Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as the LTIP Units either (x) are all converted into Class A Units immediately prior to the effectiveness of the transaction, (y) remain outstanding with the terms thereof materially unchanged or (z) if the Partnership is not the surviving entity in such transaction, are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Units or (y) does require such consent and is authorized by a vote of the holders of Class A Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. Attachment A to Exhibit E Notice of Election by Partner to Convert LTIP Units into Class A Units The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Property Trust Operating Partnership LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:___________________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: __________________________________________________ Conversion Date:___________________________________________________________________ _________________________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) ____________________________________________________________ (Xxxxxx Xxxxxxx) ______________________ (Street Address) ____________________ _______________ (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit E Notice of Election by Partnership to Force Conversion of LTIP Units into Class A Units GPT Property Trust Operating Partnership LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder:________________________: _____________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: ______:_____________________________________ Conversion Date:____________________________________________________________ EXHIBIT F DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THETHE 7.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS

Special Approval Rights. In addition to, and not in limitation of, the provisions of Section 9.A 10(a) above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), the General Partner Company and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would similarly alter, change, modify or amend the rights, powers or privileges of the Class A Common Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as the LTIP Units either (x) are all converted into Class A Units immediately prior to the effectiveness of the transaction, (y) remain outstanding with the terms thereof materially unchanged or (z) or, if the Partnership is not the surviving entity in such transaction, are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Class A Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this section will be the consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Class A Common Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Class A Common Units or (y) does require such consent and is authorized by a vote of the holders of Class A Common Units; and LTIP Units voting together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; and (iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units with respect to other holders. The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time. Attachment Exh. I-9 Schedule A to ---------- Name and Address Number of LTIP Units ---------------- -------------------- Xxxxx X. Xxxxxxx 104,167 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxx 104,167 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxx X. Xxxxxxx 104,167 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxx Xxxxxxx 33,333 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxx 16,666 c/o Reckson Associates Realty Corp. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Sch. A Exhibit E A Notice of Election by Partner to Convert LTIP Units into Class A Units The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in GPT Property Trust LP (the “Partnership”) set forth below into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Common Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. Name of Holder:___________________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: __________________________________________________ Conversion Date:___________________________________________________________________ _________________________________________________________________________________ (Signature of Holder: Sign Exact Name as Registered with Partnership) _________________________________________________________________________________ (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Attachment B to Exhibit E Notice of Election by Partnership to Force Conversion of LTIP Units into Class A Units GPT Property Trust LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder:_____________________________________________________________ (Please Print: Exact Name as Registered with Partnership) Number of LTIP Units to be Converted: ___________________________________________ Conversion Date:____________________________________________________________ EXHIBIT F DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE