Exhibit 3.3

NEW PLAN EXCEL REALTY TRUST, INC.RESTATED BYLAWS        EFFECTIVE AS OF FEBRUARY 23, 2004

(incorporating
the Amended and Restated Bylaws of New Plan Excel Realty Trust, Inc., in effect since September 28, 1998, and the Amendments thereto effective as of
April 21, 1999, June 3, 1999, February 7, 2000, May 16, 2001, November 5, 2001 and February 23, 2004)

ARTICLE I        OFFICES

Section 1.PRINCIPAL OFFICE.    The principal office of the Corporation shall be located in New York, New
York, or at such other place or places as the Board of Directors may designate.

Section 2.ADDITIONAL OFFICES.    The Corporation may have additional offices at such places as the Board of
Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II        MEETINGS OF STOCKHOLDERS

Section 1.PLACE.    All meetings of stockholders shall be held at the principal office of the Corporation
or at such other place within the United States as shall be stated in the notice of the meeting.

Section 2.ANNUAL MEETING.    An annual meeting of the stockholders for the election of directors and the
transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors during the month of May in each year.

Section 3.SPECIAL MEETINGS.    Special meetings of the stockholders may be called only (i) by the
chairman of the board or (ii) by action of the Board of Directors or (iii) by the holders of shares entitled to cast not less than fifty percent of all the votes entitled to be cast at
such meeting.

Section 4.NOTICE.    Not less than ten nor more than 90 days before each meeting of stockholders,
the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may be required by statute, the purpose for which the meeting is called. Notice of any such meeting may be given
(i) by mail to the stockholder at the stockholder's address as it appears on the records of the Corporation, (ii) by delivery to such stockholder personally, (iii) by leaving it
at the stockholder's residence or usual place of business, (iv) by transmission to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other
electronic means, or (v) by any other means permitted by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the
stockholder's post office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5.SCOPE OF NOTICE.    Any business of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice, except such business as is required by statute to be stated in such notice. No business shall be transacted at a special meeting of
stockholders except as specifically designated in the notice.

Section 6.QUORUM.    At any meeting of stockholders, the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the Charter of the
Corporation for the vote necessary for the adoption of any measure. If, however, such quorum

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shall
not be present at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or by proxy, shall have power to adjourn the meeting from time to time to
a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as originally notified.

Section 7.VOTING.    A plurality of all the votes cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to
be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or by the Charter of the Corporation. Unless otherwise provided in the Charter, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section 8.PROXIES.    A stockholder may vote the stock owned of record by him, either in person or by proxy
executed by the stockholder or by his duly authorized attorney in fact in any manner permitted by law. Proxy authorization may be transmitted in any manner permitted by law, including, without
limitation, by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means. Such proxy shall be filed with the secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9.VOTING OF STOCK BY CERTAIN HOLDERS.    Stock registered in the name of a corporation,
partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of
the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the board of directors (or equivalent body) of such corporation or
other entity presents a certified copy of such bylaw or resolution, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his name as such
fiduciary, either in person or by proxy.

Shares
of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares
entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares
at any given time.

The
Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the
stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which
the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the
time after the record date of closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the
Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification,
the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Notwithstanding
any other provision of the Charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland
(or any successor statute) shall not apply to any acquisition by any person of stock of the Corporation.

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Section 10.INSPECTORS.    At any meeting of stockholders, the chairman of the meeting may, or upon the
request of any stockholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting based upon
their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and
fairness to all the stockholders.

Each
report of an inspector shall be in writing and signed by him or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

Section 11.NOMINATIONS AND STOCKHOLDER BUSINESS.



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Section 12.INFORMAL ACTION BY STOCKHOLDER.    Any action required or permitted to be taken at a meeting of
stockholders may be taken without a meeting if (i) a consent in writing,

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setting
forth such action, is signed by each stockholder entitled to vote on the matter and (ii) a written waiver of any right to dissent is signed by each stockholder entitled to notice of the
meeting of stockholders but not to vote thereat, and such consent and waiver are filed with the minutes of proceedings of the stockholders.

Section 13.VOTING BY BALLOT.    Voting on any question or in any election may be viva voce unless the
presiding officer shall order or any stockholder shall demand that voting be by ballot.

ARTICLE III        DIRECTORS

Section 1.GENERAL POWERS; QUALIFICATIONS.    The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors.

Section 2.NUMBER, TENURE AND QUALIFICATIONS.    At any regular meeting or at any special meeting called for
that purpose, the Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the Maryland
General Corporation Law, nor more than 21 (including two directorships which shall be reserved to the extent necessary to comply with any default director provisions under the Corporation's preferred
stock), and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Pursuant to the charter of the Corporation, the directors have
been divided into classes with terms of three years, with the term of office of one class expiring at the annual meeting of stockholders in each year. Each director shall hold office for the term for
which he is elected and until his successor is elected and qualified.

Section 3.ANNUAL AND REGULAR MEETINGS.    An annual meeting of the Board of Directors shall be held
immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. Unless the Board of Directors shall provide by resolution the time and
place, either within or without the State of Maryland, for the holding of regular meetings of the Board of Directors, the chairman of the board shall fix such time and place for such meetings.

Section 4.SPECIAL MEETINGS.    Special meetings of the Board of Directors may be called only by or at the
request of (i) the chairman of the board, the chief executive officer, the president or (ii) directors constituting a majority of the directors then in office. The chairman of the board
shall fix the time and place, either within or without the State of Maryland, as the time and place for holding any special meeting of the Board of Directors.

Section 5.NOTICE.    Notice of any meeting of the Board of Directors shall be given to each director either
(i) verbally, delivered personally or by telephone, (ii) in writing, delivered personally, transmitted by facsimile or delivered by overnight delivery service to the director's business
or home address, or (iii) electronically, transmitted to the director by electronic mail to any electronic mail address of the director or by any other electronic means. Such notice shall be
given at least three (3) business days prior to such meeting. Neither the business to be transacted at, nor the purpose of, any annual or regular meeting of the Board of Directors need be
stated in this notice, unless specifically required by statute or these bylaws. No business shall be transacted at a special meeting of the Board of Directors except as specifically designated in the
notice thereof.

Section 6.QUORUM.    Directors constituting a majority of the total number of directorships then
constituting the Board of Directors (including vacant Board of Directors seats, except any vacancy created by an increase in the number of Board of Directors seats) (such a majority being referred to
in these Bylaws as a "Majority of the Board") and who are present in person shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that if, pursuant
to the

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Charter
of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

If
at any time during any meeting of the Board of Directors, directors constituting a Majority of the Board shall cease to be present in person at the meeting, then the Board of
Directors shall cease at such time to have a quorum for transaction of business and such meeting shall immediately terminate.

Section 7.VOTING.    The action of the majority of the directors present at a meeting at which a quorum is
present shall be the action of the Board of Directors, except as otherwise expressly provided herein or unless the concurrence of a greater proportion is required for such action by applicable
statute, the Corporation's Charter or these Bylaws.

Section 8.TELEPHONE MEETINGS.    Subject to Section 6 of this Article III, directors may
participate in a meeting by means of a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 9.INFORMAL ACTION BY DIRECTORS.    Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if a consent in writing to such action is signed by each director and such written consent is filed with the minutes of proceedings of the Board
of Directors.

Section 10.VACANCIES.    If for any reason any or all the directors cease to be directors, such event shall
not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Any vacancy on the Board of Directors for any cause
other than an increase in the number of directors may be filled by a majority of the remaining directors, although such majority is less than a quorum. Any vacancy on the Board of Directors created by
an increase in the number of directors may be filled by directors constituting a Majority of the Board. The stockholders may elect a successor to fill a vacancy on the Board of Directors which results
from the removal of a director (other than the removal of a director elected separately by any class or series). If the stockholders of any class or series are entitled separately to elect one or more
directors, the stockholders of that class or series may elect a successor to fill a vacancy on the Board of Directors which results from the removal of a director elected by that class or series. A
director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until his successor is elected and qualifies. A director elected by the
stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director.

Section 11.COMPENSATION.    Directors shall not receive any stated salary for their services as directors
but, by resolution of the Board of Directors, fixed sums per year and/or per meeting. Expenses of attendance, if any, may be allowed to directors for attendance at each annual, regular or special
meeting of the Board of Directors or of any committee thereof; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12.REMOVAL OF DIRECTORS.    Directors may only be removed for cause.

Section 13.LOSS OF DEPOSIT.    No director shall be liable for any loss which may occur by reason of the
failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 14.SURETY BONDS.    Unless required by law, no director shall be obligated to give any bond or
surety or other security for the performance of any of his duties.

Section 15.RELIANCE.    Each director, officer, employee and agent of the Corporation shall, in the
performance of his duties with respect to the Corporation, be fully justified and protected with

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regard
to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any
of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such
counsel or expert may also be a director.

Section 16.CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.    The directors shall have no
responsibility to devote their full time to the affairs of the Corporation. Any director or officer, employee or agent of the Corporation, in his personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to those of or relating to the Corporation; provided that
in no event shall any such person appropriate any opportunity of the Corporation.

ARTICLE IV        COMMITTEES

Section 1.NUMBER, TENURE AND QUALIFICATIONS.    The Board of Directors may appoint from among its members
committees composed of two or more directors, to serve at the pleasure of the Board of Directors. In addition, the Board of Directors may establish additional committees composed of directors and
members of management of the Corporation.

Section 2.POWERS.    The Board of Directors may delegate to committees appointed under Section 1 of
this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3.MEETINGS.    Notice of committee meetings shall be given in the same manner as notice for special
meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee at which a quorum is present.
The act of a majority of the committee members present at a meeting shall be the act of such committee (if there are more than two members). The Board of Directors may designate a chairman of any
committee, and such chairman or any two members of any committee may fix the time
and place of its meeting unless the Board of Directors shall otherwise provide. Each committee shall keep minutes of its proceedings.

Section 4.TELEPHONE MEETINGS.    Members of a committee appointed under Section 1 of this Article
may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means shall constitute presence in person at the meeting.

Section 5.INFORMAL ACTION BY COMMITTEES.    Any action required or permitted to be taken at any meeting of
a committee appointed under Section 1 of this Article may be taken without a meeting if a consent in writing to such action is signed by each member of the committee and such written consent is
filed with the minutes of proceedings of such committee.

Section 6.VACANCIES.    Subject to the provisions hereof, the Board of Directors shall have the power at
any time to change the membership of any committee, to fill all vacancies or to dissolve any such committee.

ARTICLE V        OFFICERS

Section 1.GENERAL PROVISIONS.    The officers of the Corporation shall include a chairman of the board, a
chief executive officer, a president, a chief operating officer (or, as the Board of Directors shall determine, co-chief operating officers), one or more executive vice presidents, a chief
financial officer, a treasurer and a secretary and may include one or more vice presidents, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors
may from

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time
to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of stockholders, except that the chief executive officer may appoint one or more vice presidents, assistant secretaries and
assistant treasurers. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in the manner hereinafter provided. Any two or more offices may be held by the same person. In its discretion, the Board
of Directors may leave unfilled any office except that of chief executive officer, president, treasurer and secretary. Election of an officer or agent shall not of itself create contract rights
between the Corporation and such officer or agent.

Section 2.REMOVAL AND RESIGNATION.    Any officer or agent of the Corporation may be removed by the Board
of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any
officer of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the
secretary. Any resignation shall take effect at any time subsequent to its receipt at the time specified therein or, if the time when it shall become effective is not specified therein, immediately
upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.VACANCIES.    A vacancy in any office may be filled by the Board of Directors for the balance of
the term.

Section 4.CHAIRMAN OF THE BOARD.    The Board of Directors shall designate a chairman of the board. The
chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may
be assigned to him by the Board of Directors. The chairman of the board shall call regular and special meetings of the Board of Directors and/or stockholders as the chairman shall determine are
necessary or appropriate for the conduct of the business and affairs of the Corporation.

Section 5.CHIEF EXECUTIVE OFFICER.    The Board of Directors shall designate a chief executive officer. The
chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management (under the
direction of the Board of Directors) of the business and affairs of the Corporation, shall in general supervise and control such business and affairs and shall report to the Board of Directors. He
shall make reports to the Board of Directors and the stockholders and shall see that all orders of the Board of Directors and any committee thereof are carried into effect. The chief executive officer
may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise executed. The chief executive officer shall in general perform all duties incident to the office of chief executive
officer and such other duties as may be properly prescribed by the Board of Directors from time to time. The chief executive officer shall, in the absence of or because of the inability to act of the
chairman of the board, perform all duties of the chairman of the board.

Section 6.PRESIDENT.    The president shall be the most senior executive officer of the Corporation below
the chief executive officer and shall assist the chief executive officer in the implementation of the policies of and management of the business and affairs of the Corporation and in the supervision
and control of such business and affairs. The president shall report to the chief executive officer. The president shall, in the absence of or because of the inability to act of the chief executive
officer, perform all duties of the chief executive officer. In the absence of a designation of a

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chief
operating officer by the Board of Directors, the president shall also be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where
the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed;
and in general shall perform all duties incident to the office of president and such other duties as may be properly prescribed by the chief executive officer or the Board of Directors from time to
time.

Section 7.CHIEF OPERATING OFFICER.    The Board of Directors shall designate a chief operating officer (or
co-chief operating officers as the Board of Directors shall determine). The chief operating officer(s) shall report to the president of the Corporation and shall oversee the
day-to-day administration and operation of the Corporation's business. The chief operating officer(s) shall have such other responsibilities and duties as set forth by the
Board of Directors or the chief executive officer or the president and as are normally incident to the office of a chief operating officer.

Section 8.VICE PRESIDENTS.    The Board of Directors shall designate one or more executive vice presidents.
The executive vice president(s) shall have such duties and responsibilities as set forth by the Board of Directors or the chief executive officer or the president. The Board of Directors may also
designate one or more vice presidents and designate such vice presidents for particular areas of responsibility.

Section 9.CHIEF FINANCIAL OFFICER.    The Board of Directors shall designate a chief financial officer. The
chief financial officer shall have responsibility for the financial affairs of the Corporation
and shall exercise supervisory responsibility for the performance of the duties of the Treasurer. The chief financial officer shall have such other responsibilities and duties as set forth by the
Board of Directors or the chief executive officer or the president.

Section 10.SECRETARY.    The secretary shall (a) keep the minutes of the proceedings of the
stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the trust records and of the seal of the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the share transfer books of the Corporation; and (f) in general perform such other
duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

Section 11.TREASURER.    The treasurer shall have the custody of the funds and securities of the
Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer
shall be the chief financial officer of the Corporation.

The
treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president
and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his transactions as treasurer and of the financial condition of the
Corporation.

If
required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, moneys
and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12.ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.    The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them by

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the
secretary or treasurer, respectively, or by the president, the chief executive officer or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds
for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 13.SALARIES.    The salaries of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director.

Section 14.NON-CONTRAVENTION.    Whenever in this Article V, the responsibilities and
duties of an officer may be specified by the chief executive officer and/or the president, neither the chief executive officer nor the president shall contravene the instructions of the Board of
Directors with respect to such responsibilities and duties or the performance thereof and the president shall not contravene the instructions of the chief executive officer with respect to such
responsibilities and duties or the performance thereof.

ARTICLE VI        CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.CONTRACTS.    The Board of Directors may authorize any officer or agent to enter into any
contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document executed by one or more of the directors or by an authorized person shall be valid and binding upon the Board of Directors and upon the Corporation when authorized or ratified
by action of the Board of Directors.

Section 2.CHECKS AND DRAFTS.    All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be
determined by the Board of Directors.

Section 3.DEPOSITS.    All funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII        STOCK

Section 1.CERTIFICATES.    Each stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number of shares of each class of stock held by him in the Corporation; provided, however, that the Board of Directors may authorize the issue of some or all of the shares of
some or all of its classes or series without certificates. Each certificate shall be signed by the chief executive officer, the president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Corporation. In addition to the signatures of the officers of the Corporation required
pursuant to the preceding sentence, each certificate may be signed or countersigned by any transfer agent and/or registrar of the Corporation. Any signature on a stock certificate, including that of
any transfer agent or registrar, may be either manual or facsimile. Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of stock, each
class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. Each certificate representing shares which
are restricted as to their transferability or voting powers, which are preferred or limited as to their dividends or as to their allocable portion of the assets upon liquidation or which are
redeemable at the option of the Corporation, shall have a

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statement
of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate. In lieu of such statement or summary, the Corporation may set
forth upon the face or back of the certificate a statement that the Corporation will furnish to any stockholder, upon request and without charge, a full statement of such information.

Section 2.TRANSFERS.    Upon surrender to the Corporation or the transfer agent of the Corporation of a
stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

The
Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of
Maryland.

Notwithstanding
the foregoing, transfers of shares of any class of stock will be subject in all respects to the Charter of the Corporation and all of the terms and conditions.

Section 3.LOST CERTIFICATES.    The Board of Directors (or any officer designated by it) may direct a new
certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or his legal representative to advertise the same in such manner as they shall require and/or to give bond, with sufficient
surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4.CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.    The Board of Directors may set, in
advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of stockholders for any other purpose. Such date, in any case, shall not be prior to the close of business on the day the record date
is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such
determination of stockholders is to be held or taken.

In
lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock
transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of
such meeting.

If
no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date
to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the
day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

When
a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof,
except where the determination has been made through the closing of the transfer books and the stated period of closing has expired.

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Section 5.STOCK LEDGER.    The Corporation shall maintain at its principal office or at the office of its
counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.FRACTIONAL STOCK; ISSUANCE OF UNITS.    The Board of Directors may issue fractional stock or
provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may
issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that
the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII        ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX        DIVIDENDS

Section 1.DECLARATION.    Dividends upon the stock of the Corporation may be declared by the Board of
Directors, subject to the provisions of law and the Charter of the Corporation. Dividends may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2.CONTINGENCIES.    Before payment of any dividends, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing
dividends, for repairing or maintaining any property of the Corporation or for such other purpose as
the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X        INVESTMENT POLICY

Subject to the provisions of the Charter of the Corporation, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies
with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI        SEAL

Section 1.SEAL.    The Board of Directors may authorize the adoption of a seal by the Corporation. The seal
shall have inscribed thereon the name of the Corporation and the year of its organization. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.AFFIXING SEAL.    Whenever the Corporation is required to place its seal to a document, it shall
be sufficient to meet the requirements of any law, rule or regulation relating to a

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seal
to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII        INDEMNIFICATION

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall indemnify and shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former
director or officer of the Corporation or (ii) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advancement of expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Neither
the amendment nor repeal of this Article, nor the adoption or amendment of any provision of the Bylaws or Charter of the Corporation inconsistent with this Article, shall apply
to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII        WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of
such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV        AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws; provided that no amendment
to increase the size of the board of directors above 21 members (or to amend this proviso) shall be made without the approval of the stockholders of the Corporation by the affirmative vote of a
majority of all votes entitled to be cast on the matter.

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