Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (iA) Except So long as provided in Section 16.2.C.(ii) belowany Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series A Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock rankingStock, as to dividends or upon liquidation, on parity with or junior to the Series A Parity Preferred Stock with respect to distributions or Junior Stock (as such terms are defined herein or in the Articles of Incorporation) to be purchased by the General Partner pursuant to Article 5 of the Charter to the extent necessary Articles of Incorporation to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentArticles of Incorporation. (iiB) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except So long as provided any Series B Preferred Units are outstanding, no distributions, except as described in Section 16.2.C.(iithe immediately following sentence, shall be declared, paid or set apart for payment on any class or series of Parity Preferred Units for any period unless full cumulative distributions have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all prior distribution periods. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series B Preferred Units and all distributions authorized and declared upon any class or series of Parity Preferred Units shall be authorized and declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B Preferred Units and such Parity Preferred Units. (2) belowSo long as any Series B Preferred Units are outstanding, no distributions (other than distributions paid solely in Units Junior to the Series B Preferred Units or in options, warrants or rights to subscribe for or purchase any Units Junior to the Series B Preferred Units) shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Units Junior to the Series B Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Units Junior Units or Parity to the Series B Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall consideration, or any monies be paid to or made available for a sinking fund for the redemption of any such units) and no other distribution of cash or other property may be madeUnits, by the Partnership, directly or indirectlyindirectly (other than a redemption, on purchase or other acquisition of Common Units made for purposes of and in compliance with respect thereto by requirements of an employee incentive or benefit plan of the General Partner, the Partnership (except by or any subsidiary thereof, a conversion into or exchange for Units Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A B Preferred Stock Units or options, warrants or rights to be purchased by subscribe for or purchase Units Junior to the General Partner Series B Preferred Units or a purchase or redemption pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the CharterSection 4.7.B), unless in each case full cumulative dividends on all outstanding shares of Series B Preferred Units for all past dividend periods shall have been paid or set apart for payment. (3) If full cumulative distributions on the Series A B Preferred Units for all past periods and the then current period shall have not been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are , except pursuant to Section 4.7.B, the Partnership may not paid in full (and a sum sufficient for such full payment is not so set apart) upon the purchase, redeem or otherwise acquire Series A B Preferred Units and in part or any other Parity Preferred Units as other than in exchange for Units Junior to distributions, all distributions declared upon the Series A B Preferred Units and such other classes or series of Parity Preferred Units as or in exchange for options, warrants or rights to subscribe for or purchase any Units Junior to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A B Preferred Unit and each such other class Units or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrearsUnits.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(iiSections 19.2.C(2) and 19.2.E below, no distributions shall be declared or and paid or declared and set apart for payment payment, and no other distribution of cash or other property may be declared and made, directly or made indirectly, on or with respect to any Series B Parity Preferred Unit or Series B Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Series B Junior Units or Series B Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no consideration, nor shall any funds shall be paid or made available for a sinking fund for the redemption of such units) , and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter)Partnership, unless full cumulative distributions on the Series A B Preferred Units for all past periods and the then current period Distribution Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When Except as provided in Sections 19.2.E below, when distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series A B Preferred Units and any other Series B Parity Preferred Units as to distributions, all distributions declared upon the Series A B Preferred Units and such other classes or series of Series B Parity Preferred Units as to the payment of distributions (which, for the avoidance of doubt, shall not include the redemption or repurchase of units of any such class or series) shall be declared pro rata so that the amount of distributions declared per Series A B Preferred Unit and each Series B Parity Preferred Unit of such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and per Series B Parity Preferred Unit of such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Series B Parity Preferred Units for prior distribution periods Distribution Periods if such other class or series of Series B Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A B Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii22.2.C(2) below, no distributions shall be declared or and paid or declared and set apart for payment and no other distribution of cash or other property may be declared or and made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A F Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A F Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A F Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A F Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A F Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A F Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A F Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A F Preferred Units which may be in arrears.

Priority as to Distributions. (iA) Except So long as provided in Section 16.2.C.(ii) belowany Series D Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit as to distributions (other than a distribution paid in series of Junior Units as with respect to distributions and upon liquidation) for any perioddistributions, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions have been paid in full. Without limiting Section 4.8(f)(ii), the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A D Preferred Shares Stock, Parity Preferred Stock or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to the extent necessary Articles of Incorporation to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentArticles of Incorporation. (iiB) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A D Preferred Units, all distributions authorized and declared on the Series D Preferred Units and any other all classes or series of outstanding Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A D Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A D Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(iiSections 18.2.C(2) and 18.2.E below, no distributions shall be declared or and paid or declared and set apart for payment payment, and no other distribution of cash or other property may be declared and made, directly or made indirectly, on or with respect to any Series A Parity Preferred Unit or Series A Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Series A Junior Units or Series A Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no consideration, nor shall any funds shall be paid or made available for a sinking fund for the redemption of such units) , and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter)Partnership, unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period Distribution Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When Except as provided in Sections 18.2.E below, when distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Series A Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Series A Parity Preferred Units as to the payment of distributions (which, for the avoidance of doubt, shall not include the redemption or repurchase of units of any such class or series) shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each Series A Parity Preferred Unit of such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and per Series A Parity Preferred Unit of such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Series A Parity Preferred Units for prior distribution periods Distribution Periods if such other class or series of Series A Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii24.2.C(2) below, no distributions shall be declared or and paid or declared and set apart for payment and no other distribution of cash or other property may be declared or and made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A H Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A H Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A H Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A H Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A H Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A H Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A H Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A H Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii22.2.C(2) below, no distributions shall be declared or and paid or declared and set apart for payment and no other distribution of cash or other property may be declared or and made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A G Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A G Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A G Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A G Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A G Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A G Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A G Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A G Preferred Units which may be in arrears.

Priority as to Distributions. (iA) Except So long as provided in Section 16.2.C.(ii) belowany Series F Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit as to distributions (other than a distribution paid in series of Junior Units as with respect to distributions and upon liquidation) for any perioddistributions, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series F Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions have been paid in full. Without limiting Section 4.10(f)(ii), the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A F Preferred Shares Stock, Parity Preferred Stock or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to the extent necessary Articles of Incorporation to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentArticles of Incorporation. (iiB) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A F Preferred Units, all distributions authorized and declared on the Series F Preferred Units and any other all classes or series of outstanding Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A F Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A F Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series H Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series H Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series H Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A H Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trust, REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A H Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A H Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A H Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A H Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A H Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series H Preferred Units may be made, without preserving the priority of distributions described in Sections 21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as into Partnership Units ranking junior to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Series C Preferred Units as to distributions and upon liquidation, and except for winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any REIT Series A C Preferred Shares or any other REIT shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Declaration of any other class or series Trust of capital stock rankingthe General Partner, as to dividends supplemented (the "Charter")), or upon liquidation, on parity with or junior to Junior Shares (as such term is defined in the Series A Preferred Stock Charter) to be purchased by the General Partner pursuant to Article 3 of the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series D Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series D Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as into Partnership Units ranking junior to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Series D Preferred Units as to distributions and upon liquidation, and except for winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any REIT Series A D Preferred Shares or any other REIT shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Declaration of any other class or series Trust of capital stock rankingthe General Partner, as to dividends supplemented (the "Charter")), or upon liquidation, on parity with or junior to Junior Shares (as such term is defined in the Series A Preferred Stock Charter) to be purchased by the General Partner pursuant to Article 3 of the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A D Preferred Units, all distributions authorized and declared on the Series D Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A D Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A D Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) When dividends are not paid in full upon the Series A Preferred Units or any other class or series of Parity Preferred Units, or a sum sufficient for such payment is not set apart, all distributions declared upon the Series A Preferred Units and any Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated, accrued and unpaid on the Series A Preferred Units and accumulated, accrued and unpaid on such Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have a cumulative distributions). (2) Except as provided set forth in Section 16.2.C.(ii) below16.2.D(1), unless full cumulative distributions equal to the full amount of all accumulated, accrued and unpaid distributions on the Series A Preferred Units have been, or are concurrently therewith, declared and paid, or declared and set apart for payment, for all past distribution periods, no distributions (other than distributions paid in Units Junior to the Series A Preferred Units or options, warrants or rights to subscribe for or purchase Units Junior to the Series A Preferred Units) shall be declared or and paid or declared and set apart for payment by the General Partner and no other distribution of cash or other property may be declared and made, directly or made on or indirectly, by the General Partner with respect to any Units Junior to the Series A Preferred Units or Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Units Junior to the Series A Preferred Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Units made in connection with a redemption, purchase or other acquisition by the General Partner of REIT Shares in connection with an equity incentive or benefit plan of the General Partner) for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such units) and no other distribution of cash or other property may be madestock), directly or indirectly, on or with respect thereto by the Partnership General Partner (except by conversion into or exchange for Units Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock Units, or options, warrants or rights to be purchased by the General Partner pursuant subscribe for or purchase any Units Junior to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the CharterSeries A Preferred Units), unless full cumulative distributions on nor shall any other cash or other property be paid or distributed to or for the benefit of holders of any Units Junior to the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrearsUnits.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(iiSections 21.2.C(2) and 21.2.E below, no distributions shall be declared or and paid or declared and set apart for payment payment, and no other distribution of cash or other property may be declared and made, directly or made indirectly, on or with respect to any Series C Parity Preferred Unit or Series C Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Series C Junior Units or Series C Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no consideration, nor shall any funds shall be paid or made available for a sinking fund for the redemption of such units) , and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter)Partnership, unless full cumulative distributions on the Series A C Preferred Units for all past periods and the then current period Distribution Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When Except as provided in Sections 21.2.E below, when distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series A C Preferred Units and any other Series C Parity Preferred Units as to distributions, all distributions declared upon the Series A C Preferred Units and such other classes or series of Series C Parity Preferred Units as to the payment of distributions (which, for the avoidance of doubt, shall not include the redemption or repurchase of units of any such class or series) shall be declared pro rata so that the amount of distributions declared per Series A C Preferred Unit and each Series C Parity Preferred Unit of such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and per Series C Parity Preferred Unit of such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Series C Parity Preferred Units for prior distribution periods Distribution Periods if such other class or series of Series C Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A C Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Cumulative Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any class or series of OP Units of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Cumulative Preferred Units (collectively, "SERIES B JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Cumulative Preferred Units, any Series B Parity Preferred Unit Units or any Series B Junior Unit Units, unless, in each case, all distributions accumulated on all Series B Cumulative Preferred Units and all classes and series of outstanding Series B Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in OP Units ranking junior to the Series B Cumulative Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, (other than a distribution paid in b) the conversion of Series B Junior Units or Series B Parity Preferred Units into OP Units of the Partnership ranking junior to the Series B Cumulative Preferred Units as to distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, or (c) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior OP Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Junior Stock (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock Articles Supplementary) to be purchased by the General Partner pursuant to Article VII of the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for immediate payment) upon the Series A B Cumulative Preferred Units, all distributions authorized and declared on the Series B Cumulative Preferred Units and any other all classes or series of outstanding Series B Parity Preferred Units as to distributions, all shall be authorized and declared so that the amount of distributions authorized and declared upon the per Series A B Cumulative Preferred Units Unit and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of B Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Cumulative Preferred Unit and such other class classes or series of Series B Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distribution on such other class or series of Parity Preferred Units distributions for prior distribution periods if such other class or series of Series B Parity Preferred Unit does Units do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, . (iii) The Series B Cumulative Preferred Units and any Series B Parity Preferred Units shall be payable deemed to be "Junior Units" as defined in respect of Section 16.3(c) hereof, and so long as any distribution payment or payments on the Series A Preferred Units which may or Parity Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to the Series B Cumulative Preferred Units or any Series B Parity Preferred Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Cumulative Preferred Units or Series B Parity Preferred Units unless, in arrearseach case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectlyother acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on or with respect thereto by all Series B Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Partnership (except by conversion into or exchange for Junior Series B Preferred Units as to distributions and upon liquidation, winding-up or dissolution, (b) the conversion of Junior Units or Parity Preferred Units into Partnership Units ranking junior to the Series B Preferred Units as to distributions and except for upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Charter) or any other REIT shares of any other class or series of capital stock ranking, Junior Shares (as to dividends or upon liquidation, on parity with or junior to such term is defined in the Series A Preferred Stock Charter) to be purchased by the General Partner pursuant to Article 3 of the Charter to Declaration of Trust of the extent necessary General Partner (the "Charter") to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A B Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment on or with respect to any Series C Parity Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Parity Units, unless, in each case, all Series C Accumulated Preferred Unit Distributions have been paid in full (or have been declared and a sum sufficient for such payment has been set aside therefor) or when Series C Accumulated Preferred Unit Distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series C Preferred Units and all distributions declared upon any other series or class or classes of Series C Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series C Preferred Units and such Series C Parity Units. (ii) So long as any Series C Preferred Units are outstanding, no other distribution of cash or other property may (other than distributions paid solely in Series C Junior Units or options, warrants or other rights to subscribe for or purchase Series C Junior Units) shall be declared authorized, declared, paid or made set apart for payment on or with respect to any Parity Preferred Unit class or Junior Unit as to distributions (other than a distribution paid in series of Series C Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange other acquisition for consideration of any Series C Junior Units as (other than consideration paid solely in Series C Junior Units or options, warrants or other rights to distributions and upon liquidationsubscribe for or purchase Series C Junior Units) unless, and except for the redemption of Partnership Interests corresponding to any REIT in each case, all Series A C Accumulated Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall Unit Distributions have been or contemporaneously are (i) declared and paid in cash full or (ii) have been declared and a sum sufficient for the payment thereof in cash is has been set apart for such paymentaside therefor. (iiiii) When distributions So long as there are not paid in full Series C Accumulated Preferred Unit Distributions (and a sum sufficient for such full payment of Series C Accumulated Preferred Unit Distributions is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions), all distributions declared upon the future Series A C Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions Unit Distributions shall be authorized and declared pro rata so that the amount of distributions declared Series C Preferred Unit Distributions per Series A C Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions Series C Accumulated Preferred Unit Distributions per Series A C Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest. (iv) Notwithstanding anything to the contrary set forth herein, distributions on Units held by the Managing Member ranking junior to or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on parity with the Series A C Preferred Units which may be made, without preserving the priority of distributions described in arrearsSections 4(c)(i) and (ii) of this Schedule B, but only to the extent such distributions are required to preserve the REIT status of GGPI and the REIT Subsidiaries.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below16.3.C(ii), so long as any Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series B Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series A Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares Shares, Parity Preferred Stock (including Series B Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions(including the Series B Preferred Units), all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series B Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any class or series of Partnership Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Unit or Units (collectively, "Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series B Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series B Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares Stock, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to Articles of Incorporation of the extent necessary General Partner (the "Charter") to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A B Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class classes or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) When dividends are not paid in full upon the Series 1 Preferred Units or any other class or series of Parity Preferred Units, or a sum sufficient for such payment is not set apart, all distributions declared upon the Series 1 Preferred Units and any Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated, accrued and unpaid on the Series 1 Preferred Units and accumulated, accrued and unpaid on such Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have a cumulative distributions). (2) Except as provided set forth in Section 16.2.C.(ii) below17.2.D(1), unless full cumulative distributions equal to the full amount of all accumulated, accrued and unpaid distributions on the Series 1 Preferred Units have been, or are concurrently therewith, declared and paid, or declared and set apart for payment, for all past distribution periods, no distributions (other than distributions paid in Units Junior to the Series 1 Preferred Units or options, warrants or rights to subscribe for or purchase Units Junior to the Series 1 Preferred Units) shall be declared or and paid or declared and set apart for payment by the General Partner and no other distribution of cash or other property may be declared and made, directly or made on or indirectly, by the General Partner with respect to any Units Junior to the Series 1 Preferred Units or Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Units Junior to the Series 1 Preferred Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Units made in connection with a redemption, purchase or other acquisition by the General Partner of REIT Shares in connection with an equity incentive or benefit plan of the General Partner) for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such units) and no other distribution of cash or other property may be madestock), directly or indirectly, on or with respect thereto by the Partnership General Partner (except by conversion into or exchange for Units Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A 1 Preferred Stock Units, or options, warrants or rights to be purchased by the General Partner pursuant subscribe for or purchase any Units Junior to the Charter Series 1 Preferred Units), nor shall any other cash or other property be paid or distributed to or for the benefit of holders of any Units Junior to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A 1 Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrearsUnits.

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii20.2.C.(ii) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A D Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A D Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A D Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A D Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A D Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A D Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A D Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A D Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units, the Series M Preferred Units and the Series O Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units and Series O Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series M Preferred Shares and Series O Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions(including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units and Series O Preferred Units), all distributions authorized and declared upon on the Series A L Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units, Series M Preferred Units and Series O Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below21.3.C(ii), so long as any Series M Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units and the Series O Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series M Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series O Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares and Series O Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A M Preferred Units and any other Parity Preferred Units as to distributions(including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series O Preferred Units), all distributions authorized and declared upon on the Series A M Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series O Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A M Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A M Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A M Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity class or series of Partnership Interest of the Partnership ranking junior to the Series B Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to the payment of distributions and or rights upon a voluntary or involuntary liquidation) for any period, dissolution or winding-up of the Partnership (collectively, "JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series B Preferred Units and all classes and series or outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series B Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares Stock, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article NINTH of the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article NINTH of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and such other class classes or distributions per Series B Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series E Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A E Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trust, REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A E Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A E Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A E Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A E Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A E Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series E Preferred Units may be made, without preserving the priority of distributions described in Sections 18.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii21.3 C (ii) below, no unless full cumulative distributions shall be declared for all past Series A-4 Preferred Unit Distribution Periods on the Series A-4 Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment and such payment, no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Common OP Units or any other class or series of OP Units ranking junior to the Series A-4 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership) shall be authorized or paid or set aside for any period, payment nor shall any Junior other distribution be authorized or made on Common OP Units or Parity any other classes or series of OP Units ranking junior to or on parity with the Series A-4 Preferred Units as to distributions or as to the distribution of assets upon liquidation liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-4 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any amounts be paid to or made available for a sinking fund for the redemption of any such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership except: (except 1) by conversion into or exchange for Junior Common OP Units or any other classes or series of OP Units ranking junior to the Series A-4 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and except winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the redemption General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership Interests in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (4) for any distributions by the Partnership corresponding to distributions by the General Partner required for it to maintain its status as a REIT for federal income tax purposes. With respect to the Series A-4 Preferred Units, all references in this Article 21 to “past Series A-4 Preferred Unit Distribution Periods” shall mean, as of any REIT date, Series A A-4 Preferred Shares Unit Distribution Periods ending on or any other REIT shares of prior to such date, and with respect to any other class or series of capital stock rankingOP Units ranking on a parity as to distributions with the Series A-4 Preferred Units, all references in this Article 21 to “past distribution periods” (and all similar references) shall mean, as of any date, distribution periods with respect to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred OP Units shall in all cases bear ending on or prior to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrearsdate.

Priority as to Distributions. (ia) Except as provided in Section 16.2.C.(ii3.C(iii)(b) below, no distributions shall be declared or and paid or declared and set apart for payment payment, and no other distribution of cash or other property may be declared and made, directly or made indirectly, on or with respect to any Parity Preferred Unit Common Units, LTIP Units or Junior Unit any other Partnership Interests of any other class or series ranking, as to distributions distributions, on parity with or junior to the Series A Preferred Units (other than a distribution paid in Junior Common Units, LTIP Units or any other Partnership Interests of any class or series ranking junior to the Series A Preferred Units as to distributions and upon liquidation) for any period, nor shall any Junior Common Units, LTIP Units or Parity any other Partnership Interests of any class or series ranking, as to distributions, on parity with or junior to the Series A Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no consideration, nor shall any funds shall be paid or made available for a sinking fund for the redemption of such units) , and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Common Units, LTIP Units or any Partnership Interests of any class or series ranking junior to the Series A Preferred Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT shares of Series A Preferred Shares Stock or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock Shares to be purchased by the General Partner STAG REIT pursuant to the provisions of Article VI of the Charter or Section 9 of the Articles Supplementary to the extent necessary to preserve the General PartnerSTAG REIT’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the CharterCharter or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the purchase or acquisition of any shares of Series A Preferred Stock or any other shares of capital stock of STAG REIT ranking on parity with the Series A Preferred Stock as to payment of dividends and upon liquidation pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period Series A Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (iib) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon on the Series A Preferred Units and any other Parity Preferred Units Partnership Interests of any class or series ranking, as to distributions, on parity with the Series A Preferred Units, all distributions declared upon the Series A Preferred Units and each such other classes or series of Parity Partnership Interests ranking on parity, as to distributions, with the Series A Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units Partnership Interest shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and each such other class or series of Parity Preferred Units Partnership Interest (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units Partnership Interests for prior distribution periods if such other class or series of Parity Preferred Unit does Partnership Interests do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii17.2(d) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership Company (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Membership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Parity Preferred (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock Articles Supplementary) to be purchased by the General Partner Managing Member pursuant to the Charter to the extent necessary to preserve the General PartnerManaging Member’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and each such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions distribution per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares and Series M Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions(including Series J Preferred Units, Series K Preferred Units and Series M Preferred Units), all distributions authorized and declared upon on the Series A L Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A C Preferred Shares Shares, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trustREIT, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A C Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A C Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A C Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or (b) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below21.3.C(ii), so long as any Series M Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series M Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares and Series L Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A M Preferred Units and any other Parity Preferred Units as to distributions(including the Series J Preferred Units, Series K Preferred Units and Series L Preferred Units), all distributions authorized and declared upon on the Series A M Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A M Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A M Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A M Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A C Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trustREIT, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A C Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A C Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A C Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement;

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series A ---------------------------- Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property (other than capital stock ------------- of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series A Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares Shares, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the extent necessary General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been Charter or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentother comparable provisions. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or sum (b) any other holder of money Partnership Interest in lieu of interestthe Partnership, shall be payable in respect of any distribution payment each case ranking junior to or payments on parity with the Series A Preferred Units which may be made, without preserving the priority of distributions described in arrearsSections 16.2.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series E Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any class or series of Partnership Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Unit or Units (collectively, "Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series E Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A E Preferred Shares Stock, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to Articles of Incorporation of the extent necessary General Partner (the "Charter") to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A E Preferred Units, all distributions authorized and declared on the Series E Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A E Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A E Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class classes or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment on or with respect to any Series B Parity Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units or any Series B Parity Units, unless, in each case, all Series B Accumulated Preferred Unit Distributions have been paid in full (or have been declared and a sum sufficient for such payment has been set aside therefor) or when Series B Accumulated Preferred Unit Distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series B Preferred Units and all distributions declared upon any other series or class or classes of Series B Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B Preferred Units and such Series B Parity Units. (ii) So long as any Series B Preferred Units are outstanding, no other distribution of cash or other property may (other than distributions paid solely in Series B Junior Units or options, warrants or other rights to subscribe for or purchase Series B Junior Units) shall be declared authorized, declared, paid or made set apart for payment on or with respect to any Parity Preferred Unit class or Junior Unit as to distributions (other than a distribution paid in series of Series B Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange other acquisition for consideration of any Series B Junior Units as (other than consideration paid solely in Series B Junior Units or options, warrants or other rights to distributions and upon liquidationsubscribe for or purchase Series B Junior Units) unless, and except for the redemption of Partnership Interests corresponding to any REIT in each case, all Series A B Accumulated Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall Unit Distributions have been or contemporaneously are (i) declared and paid in cash full or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (iiiii) When distributions So long as there are not paid in full Series B Accumulated Preferred Unit Distributions (and a sum sufficient for such full payment of Series B Accumulated Preferred Unit Distributions is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions), all distributions declared upon the future Series A B Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions Unit Distributions shall be authorized and declared pro rata so that the amount of distributions declared Series B Preferred Unit Distributions per Series A B Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions Series B Accumulated Preferred Unit Distributions per Series A B Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest. (iv) Notwithstanding anything to the contrary set forth herein, distributions on Units held by the Managing Member ranking junior to or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on parity with the Series A B Preferred Units which may be made, without preserving the priority of distributions described in arrearsSections 4(c)(i) and (ii) hereof, but only to the extent such distributions are required to preserve the REIT status of GGPI.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below22.3.C(ii), so long as any Series O Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series O Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series O Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A O Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares and Series O Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A O Preferred Units and any other Parity Preferred Units as to distributions(including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series M Preferred Units), all distributions authorized and declared upon on the Series A O Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series M Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A O Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A O Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A O Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii23.2.C(ii) below, no unless full cumulative distributions shall be declared for all past Series H Preferred Unit Distribution Periods on the Series H Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment and such payment, no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Common Units or any other class or series of Partnership Interests ranking junior to the Series H Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership) shall be authorized or paid or set aside for any period, payment nor shall any Junior other distribution be authorized or made on Common Units or Parity any other classes or series of Partnership Interests ranking junior to or on parity with the Series H Preferred Units as to distributions or as to the distribution of assets upon liquidation liquidation, dissolution or winding up of the Partnership nor shall any Common Units or any other classes or series of Partnership Interests ranking junior to or on parity with the Series H Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any amounts be paid to or made available for a sinking fund for the redemption of any such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Common Units or any other classes or series of Partnership Interests ranking junior to the Series H Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership and except for the redemption purchases of Partnership Interests corresponding to any REIT Series A H Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity Units in connection with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase of REIT Series H Preferred Shares pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient H Articles Supplementary for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and purpose of preserving the General Partner’s qualification as a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.REIT for

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series 3 Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity class or series of Common Units or any other class or series of equity securities of the Partnership ranking junior to the Series 3 Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to the payment of distributions and upon liquidation) for any period(such Common Units or other junior equity securities, collectively, "Junior Units"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 3 Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series 3 Preferred Units and all classes and series of outstanding Parity Preferred Units with respect to distributions have been paid in full. The foregoing sentence will not prohibit (i) distributions payable solely in shares of Junior Units, (ii) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemedinto Junior Units, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsiii) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A 3 Preferred Shares Stock or any other REIT shares equity securities of any other the General Partner, regardless of class or series of capital stock rankingseries, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to the extent necessary Articles of Incorporation to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter)Articles of Incorporation, unless full cumulative distributions on and (iv) the redemption of Series A 3 Preferred Units for all past periods and corresponding to any redemption by the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for General Partner of the payment thereof in cash same number of shares of Series 3 Preferred Stock if such redemption by the General Partner is set apart for such paymentpermitted by the Articles of Incorporation. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A 3 Preferred Units, all distributions authorized and declared on the Series 3 Preferred Units and any other all classes or series of outstanding Parity Preferred Units as with respect to distributions, all distributions shall be authorized and declared upon so that the amount of distributions authorized and declared per share of Series A 3 Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per share on the Series A 3 Preferred Unit Units and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below16.3.C(ii), so long as any Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series A Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and Series L Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions(including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units), all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii16.2.C.(2) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made made, directly or indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid solely in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment on or with respect to any Series C Parity Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Parity Units, unless, in each case, all Series C Accumulated Preferred Unit Distributions have been paid in full (or have been declared and a sum sufficient for such payment has been set aside therefor) or when Series C Accumulated Preferred Unit Distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series C Preferred Units and all distributions declared upon any other series or class or classes of Series C Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series C Preferred Units and such Series C Parity Units. (ii) So long as any Series C Preferred Units are outstanding, no other distribution of cash or other property may (other than distributions paid solely in Series C Junior Units or options, warrants or other rights to subscribe for or purchase Series C Junior Units) shall be declared authorized, declared, paid or made set apart for payment on or with respect to any Parity Preferred Unit class or Junior Unit as to distributions (other than a distribution paid in series of Series C Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange other acquisition for consideration of any Series C Junior Units as (other than consideration paid solely in Series C Junior Units or options, warrants or other rights to distributions and upon liquidationsubscribe for or purchase Series C Junior Units) unless, and except for the redemption of Partnership Interests corresponding to any REIT in each case, all Series A C Accumulated Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall Unit Distributions have been or contemporaneously are (i) declared and paid in cash full or (ii) have been declared and a sum sufficient for the payment thereof in cash is has been set apart for such paymentaside therefor. (iiiii) When distributions So long as there are not paid in full Series C Accumulated Preferred Unit Distributions (and a sum sufficient for such full payment of Series C Accumulated Preferred Unit Distributions is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions), all distributions declared upon the future Series A C Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions Unit Distributions shall be authorized and declared pro rata so that the amount of distributions declared Series C Preferred Unit Distributions per Series A C Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions Series C Accumulated Preferred Unit Distributions per Series A C Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest. (iv) Notwithstanding anything to the contrary set forth herein, distributions on Units held by the Managing Member ranking junior to or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on parity with the Series A C Preferred Units which may be made, without preserving the priority of distributions described in arrearsSections 4(c)(i) and (ii) of this Schedule C, but only to the extent such distributions are required to preserve the REIT status of GGPI.

Priority as to Distributions. (iA) Except So long as provided in Section 16.2.C.(ii) belowany Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange other acquisition for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares consideration of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for or any Parity Units, unless, in each case, all past periods and the then current period shall Series A Accumulated Preferred Unit Distributions have been or contemporaneously are (i) declared and paid in cash full (or (ii) have been declared and a sum sufficient for the such payment thereof in cash is has been set apart for such payment. (iiaside therefor) When distributions or when Series A Accumulated Preferred Unit Distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) , as aforesaid, all distributions declared upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon any other series or class or classes of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series A Preferred Units and such Parity Units. (B) So long as any Series A Preferred Units are outstanding, no distribution of cash or other classes property (other than distributions paid solely in Junior Units or options, warrants or other rights to subscribe for or purchase Junior Units) shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Parity Preferred Junior Units as nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Units (other than consideration paid solely in Junior Units or options, warrants or other rights to subscribe for or purchase Junior Units) unless, in each case, all Series A Accumulated Preferred Unit Distributions have been paid in full or set apart for payment. (C) So long as there are Series A Accumulated Preferred Unit Distributions (and a sum sufficient for full payment of distributions Series A Accumulated Preferred Unit Distributions is not so set apart), all future Series A Preferred Unit Distributions shall be authorized and declared pro rata so that the amount of distributions declared Series A Preferred Unit Distributions per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions Series A Accumulated Preferred Unit Distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest. (D) Notwithstanding anything to the contrary set forth herein, distributions on Units held by the Managing Member ranking junior to or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on parity with the Series A Preferred Units which may be made, without preserving the priority of distributions described in arrearsSection 4.3(d)(iii)(A) and (B), but only to the extent such distributions are required to preserve the REIT status of GGPI.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii20.2.C(2) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A D Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A D Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A D Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A D Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A D Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A D Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A D Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A D Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any class or series of Partnership Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Unit or Units (collectively, "Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series C Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A C Preferred Shares Stock, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to Articles of Incorporation of the extent necessary General Partner (the "Charter") to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class classes or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii17.2(d) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership Company (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Membership Interests corresponding to any REIT Series A E Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Parity Preferred (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock E Articles Supplementary) to be purchased by the General Partner Managing Member pursuant to the Charter to the extent necessary to preserve the General PartnerManaging Member’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A E Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A E Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A E Preferred Units and each such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A E Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions distribution per Series A E Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A E Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to 103 any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series B Preferred Units, the Series J Preferred Units and the Series K Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A L Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares and Series K Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions(including the Series B Preferred Units, Series J Preferred Units and Series K Preferred Units), all distributions authorized and declared upon on the Series A L Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units, the Series M Preferred Units, the Series O Preferred Units and the Series P Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units, Series O Preferred Units and Series P Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series M Preferred Shares, Series O Preferred Shares and Series P Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions(including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units, Series O Preferred Units and Series P Preferred Units), all distributions authorized and declared upon on the Series A L Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units, Series M Preferred Units, Series O Preferred Units and Series P Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Units or any Junior Units, unless, in each case, all distributions accumulated on all Series B Preferred Units and all classes and series of outstanding Parity Units have been paid in full. The foregoing sentence will not prohibit (A) distributions payable solely in Junior Units, (B) the conversion of Junior Units or Parity Preferred Units as to distributions into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsC) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares Stock, Parity Preferred Stock or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner Company pursuant to Section 4.5 of the Charter to Amended and Restated Articles of Incorporation of the extent necessary Company (the "Charter") to preserve the General Partner’s Company's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is has not so set apartbeen irrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other all classes or series of outstanding Parity Units shall be authorized and declared so that the amount of distributions authorized and declared per Series B Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units Unit and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Series A B Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distribution on such other class or series of Parity Preferred Units distributions for prior distribution periods if such other class or series of Parity Preferred Unit does Units do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any Any distribution payment or payments made on the Series A B Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series B Preferred Units which may be in arrearsremains payable.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below21.3.C(ii), so long as any Series M Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units, the Series O Preferred Units and the Series P Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series M Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series O Preferred Units and Series P Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares, Series O Preferred Shares and Series P Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A M Preferred Units and any other Parity Preferred Units as to distributions(including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series O Preferred Units and Series P Preferred Units), all distributions authorized and declared upon on the Series A M Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series O Preferred Units and Series P Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A M Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A M Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A M Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii18.2(d) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership Company (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Membership Interests corresponding to any REIT Series A F Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Parity Preferred (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock F Articles Supplementary) to be purchased by the General Partner Managing Member pursuant to the Charter to the extent necessary to preserve the General PartnerManaging Member’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A F Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A F Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A F Preferred Units and each such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A F Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions distribution per Series A F Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A F Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series A Preferred Units, the Series B Preferred Units, the Series J Preferred Units and the Series K Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are 108 authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series L Preferred Shares, Parity Preferred Stock (including Series A Preferred Shares, Series B Preferred Shares, Series J Preferred Shares and Series K Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon (including the Series A Preferred Units, the Series B Preferred Units, Series J Preferred Units and such other Series K Preferred Units), all distributions authorized and declared on the Series L Preferred Units and all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series A Preferred Units, Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below20.3.C(ii), so long as any Series L Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or 104 authorized and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A L Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and Series M Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A L Preferred Units and any other Parity Preferred Units as to distributions(including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series M Preferred Units), all distributions authorized and declared upon on the Series A L Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A L Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A L Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A L Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Units or any Junior Units, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Units have been paid in full (or a sum sufficient for such full payment has been irrevocably deposited in trust for payment). The foregoing sentence will not prohibit (A) distributions payable solely in Junior Units, (B) the conversion of Junior Units or Parity Preferred Units as to distributions into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsC) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A C Preferred Shares Stock, Parity Preferred Stock or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner Company pursuant to Section 4.5 of the Charter to Amended and Restated Articles of Incorporation of the extent necessary Company (the "Charter") to preserve the General Partner’s Company's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the Charter), unless full cumulative . (ii) At any time when the Partnership is in arrears on the payment of distributions on the Series A C Preferred Units for all past periods and the then current a prior distribution period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment distribution then payable is not so set apart) upon irrevocably deposited in trust for payment), all distributions authorized and declared on the Series A C Preferred Units and any other all classes or series of outstanding Parity Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units Unit and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distribution on such other class or series of Parity Preferred Units distributions for prior distribution periods if such other class or series of Parity Preferred Unit does Units do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any Any distribution payment or payments made on the Series A C Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series C Preferred Units which may be in arrearsremains payable.

Priority as to Distributions. (i) Except as provided to the extent set forth in Section 16.2.C.(ii) below21.3.C(ii), so long as any Series M Preferred Units are outstanding, no distributions distribution of cash or 108 other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series M Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions and upon liquidationdistributions, and except for or (c) the redemption of Partnership Interests corresponding to any REIT Series A M Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and Series L Preferred Shares) with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A M Preferred Units and any other Parity Preferred Units as to distributions(including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units), all distributions authorized and declared upon on the Series A M Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to (including the payment of distributions Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A M Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A M Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A M Preferred Units which may be in arrears.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii24.2.C(2) below, no distributions shall be declared or and paid or declared and set apart for payment and no other distribution of cash or other property may be declared or and made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A I Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series A I Preferred Stock Shares to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A I Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A I Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A I Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A I Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A I Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution distributions on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A I Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Class B Common Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by any Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodCommon Units, nor shall any Junior Common Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Common Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock rankingCommon Units, as to dividends or upon liquidationthe case may be) unless, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trustin each case, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared authorized and paid in cash or (ii) declared authorized and a sum sufficient for the payment thereof in cash is set apart for such paymentpayment on the Class B Common Units. The foregoing sentence will not prohibit (a) distributions payable solely in such Junior Common Units, or (b) the exchange of such Junior Common Units into Partnership Interests of the Partnership ranking junior to the Class B Common Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership. (ii) When Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Class B Common Units may be made, without preserving the priority of distributions described in Sections 23.3.C(i), but only to the extent such distributions are not paid required to preserve the REIT status of AMB, in full (its capacity as the indirect owner of 100% of the equity interests of the General Partner and a sum sufficient for such full payment is not so set apart) upon as the Series A Preferred Units sole general partner of the Operating Partnership, and in the case of any holder other Parity Preferred Units as to distributions, all distributions declared upon than the Series A Preferred Units and such other classes or series of Parity Preferred Units as General Partner only to the payment of distributions shall be declared pro rata so extent required by the Partnership Agreement; provided, that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which Partnership shall not include any accrual in respect of unpaid distribution on such be disproportionately burdened by this provision relative to the cash flow generated by other class assets owned directly or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrearsindirectly by AMB.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series E Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A E Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trust, REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A E Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A E Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A E Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio 86 92 that accrued distributions per Series A E Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A E Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series E Preferred Units may be made, without preserving the priority of distributions described in Sections 18.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A C Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trustREIT, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.. 64 70 (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A C Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A C Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A C Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any cash or other property (other than capital stock of the General Partner which corresponds to the class or series of the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units (including the Series G Preferred Units and the Series H Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange or conversion of Junior Units or Parity Preferred Units as to distributions (including the Series G Preferred Units and the Series H Preferred Units) into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares Shares, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the extent necessary General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been Charter or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentother comparable provisions. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series G Preferred Units and any other Parity the Series H Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as with respect to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or sum (b) any other Holder of money Partnership Interest in lieu of interestthe Partnership, shall be payable in respect of any distribution payment each case ranking junior to or payments on parity with the Series A Preferred Units, the Series G Preferred Units which and the Series H Preferred Units may be made, without preserving the priority of distributions described in arrearsSections 16.2.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and in the case of any Holder other than the General Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series H Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or series of Partnership Interest represented by Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any monies be paid to or made available for a sinking fund for the redemption of any such unitsJunior Units or Parity Preferred Units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series H Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series H Preferred Units as to distributions and upon voluntary and involuntary liquidation, and except for dissolution or winding up of the redemption of Partnership, or (c) distributions necessary to enable the Operating Partnership Interests to redeem partnership interests corresponding to any REIT Series A H Preferred Shares and any Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter to the extent necessary to preserve the General Partner’s AMB's status as a real estate investment trust, REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A H Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A H Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A H Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A H Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A H Preferred Units which may be in arrears. 129 135 (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series H Preferred Units may be made, without preserving the priority of distributions described in Sections 21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii19.2(c)(2) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership Company (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Membership Interests corresponding to any REIT Series A G Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Parity Preferred (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock G Articles Supplementary) to be purchased by the General Partner Managing Member pursuant to the Charter to the extent necessary to preserve the General PartnerManaging Member’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A G Preferred Units for all past periods and (excluding, for this purpose, any adjustment to the then current period amount of the dividends made in accordance with the Series G Articles Supplementary) shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A G Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A G Preferred Units and each such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A G Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions distribution per Series A G Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A G Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series C Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodUnits, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units as to distributions (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A C Preferred Shares Shares, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and any other all classes or series of outstanding Parity Preferred Units as to distributions, all distributions declared upon (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units as to (including the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Units, the Series D Preferred Units and the Series E Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series A C Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.” (s) The fourth sentence of Section 17.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “Holders of Series C Preferred Units shall deliver any canceled certificates representing Series C Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 90064) within ten (10) Business Days of the exchange or redemption with respect thereto.” (t) The first sentence of the second paragraph of Section 17.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “The certificates representing the REIT Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend:” (u) Sections 19.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) So long as any Series D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series D Preferred Shares (as hereinafter defined), Parity Preferred Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series D Preferred Shares (the “Series D Articles Supplementary”) with respect to distributions or Junior Stock (as defined in the Series D Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series D Preferred Units, all distributions authorized and declared on the Series D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) with respect to payment of distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series D Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum .” (v) Section 19.7.A of money the Agreement is hereby amended and restated in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.its entirety as follows:

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Stock is outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any periodStock, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be madeset aside for or applied to the purchase, directly redemption or indirectlyother acquisition for consideration of any Junior Stock, unless, in each case, all distributions accumulated on all Series B Preferred Stock and all classes and series of outstanding Parity Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or with respect thereto by series of Parity Preferred Stock does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in trust for immediate payment). The foregoing sentence will not prohibit (i) distributions payable solely in Junior Stock, (ii) the Partnership (except by conversion of Junior Stock or Parity Preferred Stock into or exchange for Junior Units stock of the Company ranking junior to the Series B Preferred Stock as to distributions and upon liquidation, and except for dissolution or winding up, (iii) purchase by the redemption Company of Partnership Interests corresponding to any REIT such Series A B Preferred Shares or any other REIT shares of any other class or series of capital stock rankingStock, as to dividends or upon liquidation, on parity with or junior to the Series A Parity Preferred Stock to be purchased by the General Partner or Junior Stock pursuant to Article VII of the Charter to the extent necessary required to preserve the General PartnerCompany’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Chartertrust (“REIT”), unless full cumulative (iv) any distributions on by the Series A Preferred Units Company necessary for all past periods it to maintain its status as a REIT under the Internal Revenue Code of 1986, as amended (“Code”), or (v) the redemption, purchase or other acquisition of Junior Stock made for purposes of, and in compliance with, requirements of an employee incentive or benefit plan of the then current period shall have been Company or contemporaneously are any subsidiary of MHC Operating Limited Partnership (“Partnership”) or the Company. (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for immediate payment) upon the Series A B Preferred Units and any other Parity Preferred Units as to distributionsStock, all distributions authorized and declared upon on the Series A B Preferred Units Stock and all classes or series of outstanding Parity Preferred Stock shall be authorized and declared so that the amount of distributions authorized and declared per share of Series B Preferred Stock and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units Stock shall in all cases bear to each other the same ratio that accrued accumulated distributions per share on the Series A B Preferred Unit Stock and such other classes or series of Parity Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit Stock does not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except Unless all distributions accumulated on all Series F Preferred Units and all classes and series of outstanding Parity Preferred Units as provided to payment of distributions have been paid in Section 16.2.C.(iifull, (i) below, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit Junior Unit, and (ii) no cash or Junior Unit as to distributions other property (other than a distribution paid capital stock of the General Partner which corresponds to the class or series of the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units and the Series G Preferred Units) or any Junior Units. Without limiting Section 21.2.C hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units as to distributions and upon liquidationUnits, (b) for any period, nor shall any the exchange or conversion of Junior Units or Parity Preferred Units as to distributions (including the Series A Preferred Units, the Series E Preferred Units and the Series G Preferred Units) into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A F Preferred Shares, Parity Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred F Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series F Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and a sum sufficient for such full payment is not so set apartapart for payment) upon the Series A F Preferred Units and any other Parity Preferred Units as to distributions(including the Series A Preferred Units, the Series E Preferred Units and the Series G Preferred Units), all distributions authorized or declared upon the Series F Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units and the Series G Preferred Units) as to the payment of distributions with the Series F Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series F Preferred Unit and such other classes or series of Parity Preferred Units as to (including the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Units, Series E Preferred Units and Series G Preferred Units) shall in all cases bear to each other the same ratio that the sum of the liquidation preference plus accrued distributions per Series A F Preferred Unit and bears to the sum of the liquidation preference plus accrued distributions per Unit on such other classes or series of outstanding Parity Preferred Units (which, in any event, shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distribution) bear to each otherdistribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A F Preferred Units which may be in arrears.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) Except So long as provided in Section 16.2.C.(ii) belowany Series R Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series R Preferred Units (other than a distribution paid in collectively, “Junior Units as to distributions and upon liquidation) for any periodUnits”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series R Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series R Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or ranking junior to the Series A R Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentUnits. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A R Preferred Units, all distributions authorized and declared on the Series R Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A R Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A R Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except Unless all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units as provided to payment of distributions have been paid in Section 16.2.C.(iifull, (i) below, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit Junior Unit, and (ii) no cash or Junior Unit as to distributions other property (other than a distribution paid capital stock of the General Partner which corresponds to the class or series of the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series F Preferred Units and the Series G Preferred Units) or any Junior Units. Without limiting Section 20.2.C hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units as to distributions and upon liquidationUnits, (b) for any period, nor shall any the exchange or conversion of Junior Units or Parity Preferred Units as to distributions (including the Series A Preferred Units, Series F Preferred Units and Series G Preferred Units) into Junior Units, or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsc) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A E Preferred Shares, Parity Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred E Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series E Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and a sum sufficient for such full payment is not so set apartapart for payment) upon the Series A E Preferred Units and any other Parity Preferred Units as to distributions(including the Series A Preferred Units, the Series F Preferred Units and the Series G Preferred Units), all distributions authorized or declared upon the Series E Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units, the Series F Preferred Units and the Series G Preferred Units) as to the payment of distributions with the Series E Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series E Preferred Unit and such other classes or series of Parity Preferred Units as to (including the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Units, the Series F Preferred Units and the Series G Preferred Units) shall in all cases bear to each other the same ratio that the sum of the liquidation preference plus accrued distributions per Series A E Preferred Unit and bears to the sum of the liquidation preference plus accrued distributions per Unit on such other classes or series of outstanding Parity Preferred Units (which, in any event, shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distribution) bear to each otherdistribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment distributions or payments on the Series A E Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except as provided in Section 16.2.C.(ii20.3(c)(ii) below, no unless full cumulative distributions shall be declared for all past Series A-3 Preferred Unit Distribution Periods on the Series A-3 Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment and such payment, no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Common OP Units or any other class or series of OP Units ranking junior to the Series A-3 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership) shall be authorized or paid or set aside for any period, payment nor shall any Junior other distribution be authorized or made on Common OP Units or Parity any other classes or series of OP Units ranking junior to or on parity with the Series A-3 Preferred Units as to distributions or as to the distribution of assets upon liquidation liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-3 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (and no funds shall or any amounts be paid to or made available for a sinking fund for the redemption of any such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership except: (except 1) by conversion into or exchange for Junior Common OP Units or any other classes or series of OP Units ranking junior to the Series A-3 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and except winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the redemption General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership Interests in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (4) for any distributions by the Partnership corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased distributions by the General Partner pursuant required for it to the Charter to the extent necessary to preserve the General Partner’s maintain its status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.REIT

Priority as to Distributions. (i1) Except as provided in Section 16.2.C.(ii19.2(d) below, no distributions shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to distributions and upon liquidation) for any period, nor shall any Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership Company (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Membership Interests corresponding to any REIT Series A D Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Parity Preferred (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock D Articles Supplementary) to be purchased by the General Partner Managing Member pursuant to the Charter to the extent necessary to preserve the General PartnerManaging Member’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A D Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii2) When distributions are not paid in full (and or a sum sufficient for such full payment is not so set apart) upon the Series A D Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A D Preferred Units and each such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A D Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions distribution per Series A D Preferred Unit and such other class or series of Parity Preferred Units (which shall not include any accrual in respect of unpaid distribution on such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A D Preferred Units which may be in arrears.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) Except So long as provided in Section 16.2.C.(ii) belowany Series O Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series O Preferred Units (other than a distribution paid in collectively, “Junior Units as to distributions and upon liquidation) for any periodUnits”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series O Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series O Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or ranking junior to the Series A O Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentUnits. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A O Preferred Units, all distributions authorized and declared on the Series O Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A O Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A O Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series 5 Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity class or series of Common Units or any other class or series of equity securities of the Partnership ranking junior to the Series 5 Preferred Unit or Junior Unit as to distributions (other than a distribution paid in Junior Units as to the payment of distributions and upon liquidation) for any period(such Common Units or other junior equity securities, collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 5 Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series 5 Preferred Units and all classes and series of outstanding Parity Preferred Units with respect to distributions have been paid in full. The foregoing sentence will not prohibit (i) distributions payable solely in shares of Junior Units, (ii) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemedinto Junior Units, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such unitsiii) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A 5 Preferred Shares Stock or any other REIT shares equity securities of any other the General Partner, regardless of class or series of capital stock rankingseries, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to Article 5 of the Charter to the extent necessary Articles of Incorporation to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the Charter)Articles of Incorporation, unless full cumulative distributions on and (iv) the redemption of Series A 5 Preferred Units for all past periods and corresponding to any redemption by the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for General Partner of the payment thereof in cash same number of shares of Series 5 Preferred Stock if such redemption by the General Partner is set apart for such paymentpermitted by the Articles of Incorporation. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A 5 Preferred Units, all distributions authorized and declared on the Series 5 Preferred Units and any other all classes or series of outstanding Parity Preferred Units as with respect to distributions, all distributions shall be authorized and declared upon so that the amount of distributions authorized and declared per share of Series A 5 Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per share on the Series A 5 Preferred Unit Units and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B-3 Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any class or series of OP Units (now existing or hereafter issued) the terms of which specifically provide that such OP Units rank junior to the Series B-3 Preferred Units with respect to rights to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution and winding up of the Partnership (collectively, “Series B-3 Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B-3 Preferred Units, any Series B-3 Parity Preferred Unit Units or any Series B-3 Junior Unit Units, unless, in each case, all distributions accumulated on all Series B-3 Preferred Units and all classes and series of outstanding Series B-3 Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit: A. distributions payable solely in OP Units ranking junior to the Series B-3 Preferred Units as to the payment of distributions (other than and rights upon a distribution paid in voluntary or involuntary liquidation, dissolution or winding-up of the Partnership; B. the conversion of Series B-3 Junior Units or Series B-3 Parity Preferred Units into OP Units of the Partnership ranking junior to the Series B-3 Preferred Units as to distributions and rights upon a voluntary or involuntary liquidation) for any period, nor shall any Junior Units dissolution or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for winding-up of the Partnership; or C. the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior OP Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, Junior Stock (as to dividends or upon liquidation, on parity with or junior to defined in the Series A Preferred Stock Articles Supplementary) to be purchased by the General Partner pursuant to Article VII of the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trustREIT, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for immediate payment) upon the Series A B-3 Preferred Units, all distributions authorized and declared on the Series B-3 Preferred Units and any other all classes or series of outstanding Series B-3 Parity Preferred Units as to distributionsUnits, all shall be authorized and declared so that the amount of distributions authorized and declared upon the per Series A B-3 Preferred Units Unit and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and each such other class or series of B-3 Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B-3 Preferred Unit and such other class classes or series of Series B-3 Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distribution on such other class or series of Parity Preferred Units distributions for prior distribution periods if such class or series of Series B-3 Parity Preferred Units do not have cumulative distribution rights) bear to each other. (iii) The Series B-3 Preferred Units and any Series B-3 Parity Preferred Units shall be deemed to be “Series A-1 Junior Units” as defined in Section 18.3(c)(i) hereof, and so long as any Mirror A Preferred Units, Mirror A Parity Preferred Units, Preferred OP Units, Series A-1 Preferred Units, Series A-1 Parity Preferred Units or any other class or series of OP Units (now existing or hereafter issued), which rank senior to the Series B-3 Preferred Units with respect to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution and winding up of the Partnership, are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to the Series B-3 Preferred Units or any Series B-3 Parity Preferred Unit does not have a cumulative distribution) bear Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B-3 Preferred Units or Series B-3 Parity Preferred Units unless, in each other. No interestcase, all distributions accumulated on all Mirror A Preferred Units, Preferred OP Units, Series A-1 Preferred Units, Series A-1 Parity Preferred Units, or sum any other classes or series of money OP Units (now existing or hereafter issued), which rank senior to the Series B-3 Preferred Units with respect to the payment of distributions and the distribution of assets in lieu of interest, shall be payable in respect the event of any distribution payment or payments on liquidation, dissolution and winding up of the Series A Preferred Units which may be Partnership, have been paid in arrearsfull.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest of the Partnership ranking junior as to the payment of distributions to the Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions for prior periods accumulated on all Series B Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership ranking junior to the Series B Preferred Units or (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for c) the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares Shares, Parity Preferred Stock with respect to distributions or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the extent necessary General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s 's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been Charter or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentother comparable provisions. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A B Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or sum (b) any other holder of money Partnership Interest in lieu the Partnership, in each case ranking junior to or on parity with the Series B Preferred Units may be made, without preserving the priority of interestdistributions described in Sections 16.2.C(i) and (ii), shall be payable but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and, in respect addition, in the case of any distribution payment or payments on holder other than the Series A Preferred Units which may be in arrearsGeneral Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) Except So long as provided in Section 16.2.C.(ii) belowany Series A Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series A Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or ranking junior to the Series A Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentUnits. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A Preferred Units and any other Parity Preferred Units as to distributionsUnits, all distributions authorized and declared upon on the Series A Preferred Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series H Unit is outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership to the Series H Units (other than a distribution paid in collectively, “Junior Units as to distributions and upon liquidation) for any periodUnits”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Units, unless, in each case, all distributions accumulated on all Series H Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment). The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions into other Junior Units or upon liquidation be redeemedParity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for c) the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A B Preferred Shares or any other REIT shares of any other class or series of capital stock rankingStock, Parity Preferred Stock (as to dividends or upon liquidation, on parity with or junior defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A B Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the General Partner Company pursuant to Article VII of the Charter to Articles of Amendment and Restatement of the extent necessary Company (the “Charter”) to preserve the General PartnerCompany’s status as a real estate investment trusttrust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (iie) declared the redemption, purchase or other acquisition of Junior Units made for purposes of, and a sum sufficient for in compliance with requirements of an employee incentive or benefit plan of the payment thereof in cash is set apart for such paymentCompany or any subsidiary of the Partnership or the Company. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for immediate payment) upon the Series A Preferred Units and any other Parity Preferred Units as to distributionsH Units, all distributions authorized and declared upon on the Series A Preferred H Units and such other all classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Preferred H Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued accumulated distributions per Series A Preferred H Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement:  (i) Except So long as provided in Section 16.2.C.(ii) belowany Series Y Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interests ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series Y Preferred Units (other than a distribution paid in collectively, “Junior Units as to distributions and upon liquidation) for any periodUnits”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series Y Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series Y Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or ranking junior to the Series A Y Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentUnits. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A Y Preferred Units, all distributions authorized and declared on the Series Y Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A Y Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Y Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.

Priority as to Distributions. (i) Except So long as provided in Section 16.2.C.(ii) belowany Series F Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series F Preferred Units (other than a distribution paid in collectively, “Junior Units as to distributions and upon liquidation) for any periodUnits”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series F Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption into Partnership Interests of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior ranking junior to the Series F Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, and except for dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any REIT Series A F Preferred Shares, Parity Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock Junior Shares to be purchased by the General Partner pursuant to Article VII of the Charter to Amended and Restated Declaration of Trust of the extent necessary General Partner (as amended and modified through the date hereof, the “Charter”) to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter), unless full cumulative distributions Charter or (d) the foreclosure by the Partnership on the Series A Preferred Units for all past periods and Partnership Interests constituting the then current period shall have been or contemporaneously are Indemnity Collateral and/or the Special Indemnity Collateral (i) declared and paid as such term is defined in cash or (ii) declared and a sum sufficient for Section 13.3 of the payment thereof in cash is set apart for such paymentPartnership Agreement). (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for immediate payment) upon the Series A F Preferred Units, all distributions authorized and declared on the Series F Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A F Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A F Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, interest or any sum of money in lieu of interest, interest shall be payable in respect of any distribution distribution, payment or payments on the Series A F Preferred Units which may be in arrears.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) Except so long as provided in Section 16.2.C.(ii) belowany Series B Preferred Units are outstanding, no distributions distribution of cash or other property shall be declared or authorized, declared, paid or set apart for payment and no other distribution of cash or other property may be declared or made on or with respect to any Parity Preferred Unit class or Junior Unit series of Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (other than a distribution paid in collectively, "Junior Units as to distributions and upon liquidation) for any periodUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series B Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full. The foregoing sentence shall not prohibit (x) distributions payable solely in Junior Units, or (y) the conversion of Junior Units or Parity Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (and no funds shall be paid or made available for a sinking fund for the redemption of such units) and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Junior Units as to distributions and upon liquidation, and except for the redemption of Partnership Interests corresponding to any REIT Series A Preferred Shares or any other REIT shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or ranking junior to the Series A B Preferred Stock to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods and the then current period shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such paymentUnits. (ii) When So long as distributions are have not been paid in full (and or a sum sufficient for such full payment is not so set apartirrevocably deposited in trust for payment) upon the Series A B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A Preferred Units and such other classes or series of outstanding Parity Preferred Units as to the payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A B Preferred Unit and each such other class classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Unit and such other class classes or series of Parity Preferred Units (which shall not include any accrual accumulation in respect of unpaid distributions for prior distribution on periods if such other class or series of Parity Preferred Units for prior distribution periods if such other class or series of Parity Preferred Unit does do not have a cumulative distributiondistribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units which may be in arrears.