Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. (i) So long as any Series A 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 Units, 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 of Junior Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A 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 Units, 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 of Junior Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 Units or Series D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F D Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Units or Series D Preferred Units or the Series F 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 Units or Series D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Units or Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A C ---------------------------- 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 Units, 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 C Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F A Preferred Units) with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F A Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A C Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F C Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units) with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A 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) (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. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i17.2.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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A I 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A I Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A I Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 PartnerAMB’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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E I Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A I Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A I Preferred Unit and such other classes 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series I 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F I Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as the indirect owner of 100% of the equity interests of the General Partner and as the sole general partner of the Operating Partnership, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series A L 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units 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 (including the Series D M Preferred Units, the Series E O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series F S Preferred Unit) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or any exchange for other Junior Units or Parity Preferred 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 full cumulative distributions have been or contemporaneously are authorized and paid in fullor 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 D M Preferred Units, the Series E O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and the Series F S Preferred Units) into Junior UnitsPartnership Interests of the Partnership ranking junior to the Series L Preferred Units as to distributions, or (c) the redemption of Partnership Interests corresponding to REIT Series A L Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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(including Series M Preferred Shares, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A O Preferred UnitsShares, the Series D P Preferred UnitsShares, the Series E Q Preferred Units Shares, Series R Preferred Shares and Series F S Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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”Shares) 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 paymentso set apart) upon the Series D L Preferred Units and any other Parity Preferred Units (including Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and Series S Preferred Units), all distributions authorized and declared on the Series D L Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A M Preferred Units, the Series E O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units or the and Series F S Preferred Units) with respect to payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series D L Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D L Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include (A) 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, rights or (cB) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 distribution in respect of unpaid distributions for prior the then current distribution periods period if such class or series of Parity Preferred Units do not allows for the payment of distributions on another class or series of Parity Preferred Units in respect of the then current distribution period provided that full cumulative distributions have cumulative been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on such original class or series of Parity Preferred Units for all full quarterly distribution rights)periods terminating on or prior to the distribution payment date for such other class or series of Parity Preferred Units) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E L Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A G 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A G Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E G Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A G Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E G Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A G Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A G Preferred Unit and such other classes 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 classes or series of Parity 114 120 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. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series G 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F G Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i20.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So Except to the extent set forth in Section 26.3.C(ii), so long as any Series A S 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units 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 (including the Series D L Preferred Units, the Series E M Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units and the Series F R Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Parity Preferred 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 full cumulative distributions have been or contemporaneously are authorized and paid in fullor authorized and a sum sufficient for the payment thereof set apart for such payment on the Series S Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsUnits that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (b) the exchange of Junior Units or Parity Preferred Units (including the Series D L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and the Series F R Preferred Units) into Junior UnitsPartnership Interests of the Partnership ranking junior to the Series S Preferred Units both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to REIT Series A S Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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(including Series L Preferred Shares, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A M Preferred UnitsShares, the Series D O Preferred UnitsShares, the Series E P Preferred Units Shares, Series Q Preferred Shares and Series F R Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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”Shares) 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, or (d) the authorization, declaration, payment, or setting apart for payment, of distributions of cash or other property on or with respect to Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and Series R Preferred Units) for or in respect of the then current distribution period, provided that full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on the Series S Preferred Units for all full quarterly distribution periods terminating on or prior to the distribution payment date for such Parity Preferred Units. (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 paymentso set apart) upon the Series D S Preferred Units and any other Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and Series R Preferred Units), all distributions authorized and declared on the Series D S Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units or the and Series F R Preferred Units) with respect to payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series D S Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D S Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include (A) 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 rightsrights or (B) bear to each other.” (p) Sections 20.3.C (i) and (ii) any accrued distribution in respect of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) no then current distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 period if 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 (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 class or series of Parity Preferred Units (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F S Preferred Units) shall in all cases bear to each other allows for the same ratio that the sum payment of the liquidation preference plus accrued distributions per Series E Preferred Unit 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 another class or series of Parity Preferred Units do not in respect of the then current distribution period provided that full cumulative distributions have cumulative been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on such original class or series of Parity Preferred Units for all full quarterly distribution rights)periods terminating on or prior to the distribution payment date for such other class or series of Parity Preferred Units) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E S Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A B Preferred Partnership 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 Units, 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 B Preferred Partnership Units, any Parity Preferred Partnership Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A B Preferred Partnership Units and all classes and series of outstanding Parity Preferred Partnership 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 Partnership Units (including into Partnership Interests of the Partnership ranking junior to the Series D B Preferred UnitsPartnership Units as to distributions and rights upon involuntary or voluntary liquidation, dissolution or winding up of the Series E Preferred Units and the Series F Preferred Units) into Junior UnitsPartnership, or (c) the redemption of Partnership Interests corresponding to REIT Series A B Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s 's common stock and comparable charter 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 purchase pursuant to Article IV.E. IV of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A B Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Partnership Units, all distributions authorized and declared on the Series A B Preferred Partnership Units and all classes or series of outstanding Parity Preferred Partnership Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A B Preferred Partnership Unit and such other classes or series of Parity Preferred Partnership Units shall in all cases bear to each other the same ratio that accrued distributions per Series A B Preferred Partnership Unit and such other classes or series of Parity Preferred Partnership Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class classes or series of Parity Preferred Partnership Units do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series A M 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units 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 (including the Series D L Preferred Units, the Series E O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series F S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units, ) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred 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 full cumulative distributions have been or contemporaneously are authorized and paid in fullor 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 D L Preferred Units, the Series E O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and the Series F S Preferred Units) into Junior UnitsPartnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions, or (c) the redemption of Partnership Interests corresponding to REIT Series A M Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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(including Series L Preferred Shares, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A O Preferred UnitsShares, the Series D P Preferred UnitsShares, the Series E Q Preferred Units Shares, Series R Preferred Shares and Series F S Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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”Shares) 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 paymentso set apart) upon the Series D M Preferred Units and any other Parity Preferred Units (including Series L Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and Series S Preferred Units), all distributions authorized and declared on the Series D M Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A L Preferred Units, the Series E O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units or the and Series F S Preferred Units) with respect to payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series D M Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D M Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include (A) 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, rights or (cB) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 distribution in respect of unpaid distributions for prior the then current distribution periods period if such class or series of Parity Preferred Units do not allows for the payment of distributions on another class or series of Parity Preferred Units in respect of the then current distribution period provided that full cumulative distributions have cumulative been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on such original class or series of Parity Preferred Units for all full quarterly distribution rights)periods terminating on or prior to the distribution payment date for such other class or series of Parity Preferred Units) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E M Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long Except as any provided in Section 20.3 C (ii) below, unless full cumulative distributions for all past Series A A-3 Preferred Unit Distribution Periods on the Series A-3 Preferred Units have been or contemporaneously are outstanding, no distribution of cash or other property shall be authorized, declared, authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment on or with respect to any Junior Unitssuch payment, nor shall any cash or other property no distributions (other than capital stock in Common OP Units or any other class or series of the General Partner which corresponds in OP Units ranking junior 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 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 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 nor shall any other distribution be authorized or made on Common OP Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to any 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred OP Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A A-3 Preferred UnitsUnits as to distributions or as to the distribution of assets upon 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 (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for 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 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 General Partner, the Series D Preferred UnitsPartnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Series E Preferred Units and Partnership in connection with the Series F Preferred Units may be made, without General Partner’s purchase of its securities for the purpose of preserving the priority of distributions described in Sections 16.2.C(i) and (ii), but only to the extent such distributions are required to preserve the General Partner’s qualification as a real estate investment trust status of the General Partner and in the case of for federal income tax purposes, or (4) for any Holder other than the General Partner only to the extent required distributions by the Partnership Agreement.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 required for it to the Charter 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 trust for federal income tax purposes. With respect 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 A-3 Preferred Units, all distributions authorized and declared on the references in this Article 20 to “past Series D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A-3 A Preferred Units, the Series E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”Distribution

Priority as to Distributions. (i) So Except to the extent set forth in Section 25.3.C(ii), so long as any Series A R 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units 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 (including the Series D L Preferred Units, the Series E M Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units and the Series F S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Parity Preferred 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 full cumulative distributions have been or contemporaneously are authorized and paid in fullor authorized and a sum sufficient for the payment thereof set apart for such payment on the Series R Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsUnits that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (b) the exchange of Junior Units or Parity Preferred Units (including the Series D L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and the Series F S Preferred Units) into Junior UnitsPartnership Interests of the Partnership ranking junior to the Series R Preferred Units both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to REIT Series A R Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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(including Series L Preferred Shares, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A M Preferred UnitsShares, the Series D O Preferred UnitsShares, the Series E P Preferred Units Shares, Series Q Preferred Shares and Series F S Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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”Shares) 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, or (d) the authorization, declaration, payment, or setting apart for payment, of distributions of cash or other property on or with respect to Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and Series S Preferred Units) for or in respect of the then current distribution period, provided that full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on the Series R Preferred Units for all full quarterly distribution periods terminating on or prior to the distribution payment date for such Parity Preferred Units. (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 paymentso set apart) upon the Series D R Preferred Units and any other Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units and Series S Preferred Units), all distributions authorized and declared on the Series D R Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units or the and Series F S Preferred Units) with respect to payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series D R Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D R Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include (A) 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 rightsrights or (B) bear to each other.” (p) Sections 20.3.C (i) and (ii) any accrued distribution in respect of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) no then current distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 period if 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 (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 class or series of Parity Preferred Units (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F R Preferred Units) shall in all cases bear to each other allows for the same ratio that the sum payment of the liquidation preference plus accrued distributions per Series E Preferred Unit 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 another class or series of Parity Preferred Units do not in respect of the then current distribution period provided that full cumulative distributions have cumulative been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on such original class or series of Parity Preferred Units for all full quarterly distribution rights)periods terminating on or prior to the distribution payment date for such other class or series of Parity Preferred Units) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E R Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long Except as any Series provided in Section 19.2(c)(ii) below, unless full cumulative distributions for all past Mirror A Preferred Unit Distribution Periods on the Mirror A Preferred Units have been or contemporaneously are outstanding, no distribution of cash or other property shall be authorized, declared, authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment on or with respect to any Junior Unitssuch payment, nor shall any cash or other property no distributions (other than capital stock in Common OP Units or any other class or series of the General Partner which corresponds in OP Units ranking junior to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series Mirror A Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 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 payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior nor shall any other distribution be authorized or made on Preferred OP Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series D A-1 Preferred Units, the Series E Preferred Units and the Series F A-3 Preferred Units) into Junior , Series B-3 Preferred Units, Common OP Units or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to any 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of Parity Preferred OP Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class now existing or series of Parity Preferred Units do not have cumulative distribution rightshereafter issued) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series Mirror A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 distributions or as to the payment distribution of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior assets upon liquidation, dissolution or winding up of the Partnership nor shall any Preferred OP Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A A-1 Preferred Units, the Series E Preferred Units or the Series F 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 A-3 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 B-3 Preferred Units, the Series E Preferred Common OP Units or the Series F 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 any other classes or series of Parity OP Units (now existing or hereafter issued) ranking junior to or on parity with the Mirror A 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 (including or any amounts be paid to or made available for a sinking fund for the Series A Preferred Units, redemption of any such units) by the Series E Preferred Partnership except: A. by conversion into or exchange for Common OP Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such any other classes or series of Parity OP Units ranking junior to the Mirror A Preferred Units (which as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership; B. by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries; C. for redemptions, purchases or other acquisitions of OP Units by the Partnership 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 D. 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 Mirror A Preferred Units, all references in this Article 19 to “past Mirror A Preferred Unit Distribution Periods” shall not include mean, as of any accumulation in date, Mirror A Preferred Unit Distribution Periods ending on or prior to such date, and with respect of unpaid distributions for prior distribution periods if such to any other class or series of Parity Preferred OP Units do not have cumulative distribution rights) bear to each other.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless all distributions accumulated ranking on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units a parity as to payment of distributions have been paid in full, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 Mirror A Preferred Units, the Series D Preferred Units or the Series F Preferred Unitsall references in this Article 19 to “past distribution periods” (and all similar references) or shall mean, as of any Junior Units. Without limiting Section 20.2.C hereofdate, 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, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series E Articles Supplementary) distribution periods 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 OP Units do not have cumulative distribution rights). No interest, ending on or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrearsprior to such date.”

Priority as to Distributions. (i) So long Except as any provided in Section 25.3(c)(ii) below, unless full cumulative distributions for all past Series A F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment Unit Distribution Periods on or with respect to any Junior Units, 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment, no distributions (other than in Common OP Units or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and other class or series of outstanding Parity OP Units ranking junior to the Series F 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 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 nor shall any other distribution be authorized or made on Common OP Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to any 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred OP Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E F Preferred Units and as to distributions or as to the distribution of assets upon 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 F Preferred Units may as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be maderedeemed, without purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series F Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and 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 General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the priority of General Partner’s qualification as a REIT for federal income tax purposes, or (4) for any distributions described in Sections 16.2.C(i) and (ii), but only by the Partnership corresponding to the extent such distributions are required to preserve the real estate investment trust status of by the General Partner and in the case of any Holder other than the General Partner only required for it to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety maintain its status 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 a REIT for payment on or with federal income tax purposes. 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 E Preferred Units or the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated references in this Article 25 to “past Series F Preferred Unit Distribution Periods” shall mean, as of any date, Series F Preferred Unit Distribution Periods ending on all Series D Preferred Units or prior to such date, and all classes and with respect to any other class or series of outstanding Parity Preferred OP Units ranking on a parity 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 E Preferred Units or with the Series F Preferred Units, all references in this Article 25 to “past distribution periods” (and all similar references) into Junior Unitsshall mean, or (c) the redemption as of Partnership Interests corresponding to any REIT Series D Preferred Shares (as hereinafter defined)date, 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”) distribution periods 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred OP Units do not have cumulative distribution rights) bear to each other.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment ending on or with respect prior to any Junior Unit, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 Charterdate. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long Except as any provided in Section 22.3(c)(ii) below, unless full cumulative distributions for all past Series A C Preferred Unit Distribution Periods on the Series C Preferred Units have been or contemporaneously are outstanding, no distribution of cash or other property shall be authorized, declared, authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment on or with respect to any Junior Unitssuch payment, nor shall any cash or other property no distributions (other than capital stock in Common OP Units or any other class or series of the General Partner which corresponds in OP Units ranking junior 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 C 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 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 nor shall any other distribution be authorized or made on Common OP Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to any 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred OP Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 C Preferred Units as to distributions or as to the payment distribution of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Unitsassets upon liquidation, (b) dissolution or winding up of the exchange of Junior Partnership nor shall any Common OP Units or Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 OP Units ranking junior to or on parity with the Series C 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 (including or any amounts be paid to or made available for a sinking fund for the Series A Preferred Units, redemption of any such units) by the Series E Preferred Partnership except: (1) by conversion into or exchange for Common OP Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such any other classes or series of Parity OP Units ranking junior to the Series C Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (which 2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership 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 C Preferred Units, all references in this Article 22 to “past Series C Preferred Unit Distribution Periods” shall not include mean, as of any accumulation in date, Series C Preferred Unit Distribution Periods ending on or prior to such date, and with respect of unpaid distributions for prior distribution periods if such to any other class or series of Parity Preferred OP Units do not have cumulative distribution rights) bear to each other.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless all distributions accumulated ranking on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units a parity as to payment of distributions have been paid in full, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F Preferred Units) as to the payment of distributions with the Series E C Preferred Units Units, all references in this Article 22 to “past distribution periods” (and all similar references) shall be authorized and declared pro rata so that the amount mean, as of distributions authorized and declared per Series E Preferred Unit and any date, distribution periods with respect to such other classes or series of Parity Preferred Units (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 OP Units do not have cumulative distribution rights). No interest, ending on or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrearsprior to such date.”

Priority as to Distributions. (i) So long as any Series A C 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 class or 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 (collectively, "Junior Units"), 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 C Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 conversion of Junior Units or Parity Preferred Units (including into Partnership Interests ranking junior to the Series D C Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT any Series A C Preferred SharesStock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to Article IX of the Charter with respect to the General Partner’s common stock Articles of Amendment and comparable charter provisions with respect to other classes or series of capital stock Restatement of the General Partner (the "Charter") to the extent required 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 purchase pursuant to Article IV.E. IX of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F C Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (iii) Notwithstanding anything to the contrary set forth herein, distributions . Any distribution payment made on Partnership Interests held by either (a) the General Partner or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E C Preferred Units and shall first be credited against the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i) and (ii), earliest accrued 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.” (o) 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 unpaid distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or due 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 such Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E C Preferred Units which may be in arrearsremains payable.”

Priority as to Distributions. (i) So long as any Series A C 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A C Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E C Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series 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 holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i16.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (iA) So long as any Series A 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 Parity Units, 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, Units or any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all Series A Accumulated Preferred Unit Distributions have been paid in full or when Series A Accumulated Preferred Unit Distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions accumulated on all declared upon Series A Preferred Units and all distributions declared upon any other series or class or classes and series of outstanding Parity Preferred Units as shall be declared ratably in proportion to payment the respective amounts 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 D Preferred Units, the Series E Preferred Units accumulated and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared unpaid on the Series A Preferred Units and all classes or series of outstanding such Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each otherUnits. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) Sections 19.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (iB) So long as any Series D A Preferred Units are outstanding, no distribution of cash or other 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 Junior Unit, Units 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 Junior Units (including the Series A Preferred Units, the Series E Preferred other than consideration paid solely in Junior Units or the Series F Preferred options, warrants or other rights to subscribe for or purchase Junior Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series D A Accumulated Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions Unit 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 full or Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F 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 Charterset apart for payment. (iiC) So long as distributions have not been paid in full there are Series A Accumulated Preferred Unit Distributions (or a sum sufficient for such full payment of Series A Accumulated Preferred Unit Distributions is not irrevocably deposited in trust for immediate payment) upon the Series D Preferred Unitsso set apart), all distributions authorized and declared on the Series D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the future Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) with respect to payment of distributions Unit 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 Unit Distributions per Series E A Preferred Units or the Series F Preferred Units) Unit shall in all cases bear to each other the same ratio that accrued distributions Series A Accumulated Preferred Unit Distributions per Series D A Preferred Unit and such other classes or series of 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 do not have cumulative distribution rights) bear to each other.” (pD) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking Notwithstanding anything to the Partnership Interests being acquired) shall be contrary set aside for forth herein, distributions on Units held by the Managing Member ranking junior to or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units (including on parity with the Series A Preferred UnitsUnits may be made, without preserving the Series D Preferred Units or the Series F Preferred Unitspriority of distributions described in Section 4.4(d)(iii)(A) or any Junior Units. Without limiting Section 20.2.C hereofand (B), 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, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 but only to the extent necessary such distributions are required to preserve the General Partner’s REIT 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 Charterof GGPI. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A Preferred Units are H Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or 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 (collectively, “Junior Units”), 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred H Units and all classes and series of outstanding Parity Preferred Units as to payment (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 fullfull (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 exchange conversion of Junior Units or Parity Preferred Units (including into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Series D Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests Units corresponding to REIT any Series A B Preferred SharesStock, Parity Preferred Stock with respect (as defined in the Articles Supplementary to distributions the Charter (as defined below) establishing the Series 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 the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock Article VII of the General Partner Articles of Amendment and Restatement of the 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 purchase pursuant to Article IV.E. VII of the Charter Charter, (d) any distributions to the General Partner necessary for the General Partner or such the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other comparable provisionsacquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for immediate payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred H Units, all distributions authorized and declared on the Series A Preferred H Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred H Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A H 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A H Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E H Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A H Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E H Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A H Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A H Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio 105 that accrued distributions per Series A H Preferred Unit and such other classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series 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 or Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F H Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as the indirect owner of 100% of the equity interests of the General Partner and as the sole general partner of the Operating Partnership, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A C 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 Unitsclass or 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 (collectively, "JUNIOR UNITS"), 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 C Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 conversion of Junior Units or Parity Preferred Units (including into Partnership Interests ranking junior to the Series D C Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT any Series A C Preferred SharesStock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to Article IX of the Charter with respect to the General Partner’s common stock Articles of Amendment and comparable charter provisions with respect to other classes or series of capital stock Restatement of the General Partner (the "Charter") to the extent required 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 purchase pursuant to Article IV.E. IX of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F C Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (iii) Notwithstanding anything to the contrary set forth herein, distributions . Any distribution payment made on Partnership Interests held by either (a) the General Partner or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E C Preferred Units and shall first be credited against the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i) and (ii), earliest accrued 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.” (o) 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 unpaid distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or due 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 such Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E C Preferred Units which may be in arrearsremains payable.”

Priority as to Distributions. (i) So long as any Series A 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 Units, 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 of Junior Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking 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 D F Preferred Units or and the Series F 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, (b) the exchange or conversion of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D F Preferred Units or and Series F G Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D F Preferred Units or and the Series F 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 D F Preferred Units or and the Series F 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 (including the Series A Preferred U▇▇▇▇Units, the Series D F Preferred Units or and the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A C ---------------------------- 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 class or series of Partnership Interest of the Partnership ranking junior to the Series C Preferred Units as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding-up (collectively, "Junior Units"), 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 C Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 Unitsclasses or series of Partnership Interest ranking junior to the Series C Preferred Units as to the payment of distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up, (b) the exchange conversion of Junior Units or Parity Preferred Units (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E C Preferred Units as to distributions and the Series F Preferred Units) into Junior Unitsrights upon voluntary or involuntary liquidation, dissolution or winding-up, (c) the redemption of Partnership Interests corresponding to REIT any Series A C Preferred Shares, Parity Preferred Stock with respect to distributions Shares or Junior Stock Shares to be purchased by ▇▇▇▇▇▇▇▇ Properties Trust (the General Partner "Trust") pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock Article VII of the General Partner Amended and ----- Restated Declaration of Trust of the Trust (the "Declaration") to preserve ----------- the General Partner’s Trust's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. VII of the Charter Declaration, or such (d) the purchase, redemption or other comparable provisionsacquisition of Common Units made for the purpose of an employee incentive or benefit plan of the Partnership or any subsidiary. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F C Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A B 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 Unitsclass or 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 (collectively, "JUNIOR UNITS"), 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 B Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 exchange conversion of Junior Units or Parity Preferred Units (including into Partnership Interests ranking junior to the Series D B Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT any Series A B Preferred SharesStock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock Article IX of the General Partner 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 purchase pursuant to Article IV.E. IX of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F B Preferred Units, all distributions authorized and declared on the Series A B Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A B Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (iii) Notwithstanding anything to the contrary set forth herein, distributions . Any distribution payment made on Partnership Interests held by either (a) the General Partner or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E B Preferred Units and shall first be credited against the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i) and (ii), earliest accrued 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.” (o) 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 unpaid distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or due 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 such Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E B Preferred Units which may be in arrearsremains payable.”

Priority as to Distributions. (i) So long as any Series A 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 Units, 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 of Junior Units or Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F C 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. 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 E Preferred Units or the Series F C 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 '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 E Preferred Units or the Series F C 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 E Preferred Units or the Series F C 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 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.” (piii) Sections 20.3.C Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (ia) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to 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, on parity with the Series D Preferred Units or may be made, without preserving the Series F Preferred Unitspriority of distributions described in Sections 19.3.C(i) or any Junior Units. Without limiting Section 20.2.C hereofand (ii), but only to the foregoing sentence will not prohibit (a) extent such distributions payable solely in Junior Units, (b) are required to preserve the exchange real estate investment trust status of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 and in the Charter case of any Holder other than the General Partner only to the extent necessary to preserve required by 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 CharterPartnership Agreement. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A 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 Units, 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 (including the Series D C Preferred Units, the Series E D Preferred Units and the Series F E 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 of Junior Units or Parity Preferred Units (including the Series D C Preferred Units, the Series E D Preferred Units and the Series F E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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 purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, Units and the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F E Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (op) The fourth sentence of Section 16.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “Holders of Series A Preferred Units shall deliver any canceled certificates representing Series A Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 90064) within ten (10) Business Days of the exchange or redemption with respect thereto.” (q) The first sentence of the second paragraph of Section 16.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “The certificates representing the REIT Series A Preferred Shares issued upon exchange of the Series A Preferred Units shall contain the following legend:” (r) Sections 19.3.C (i17.2.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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A G 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A G Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E G 100 Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A G Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E G Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A G Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A G Preferred Unit and such other classes 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series G 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F G Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i20.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A C 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 Unitsclass or 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 (collectively, "JUNIOR UNITS"), 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 C Preferred units, any Parity Preferred Units or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series A 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 shall not prohibit (ax) distributions payable solely in Junior Units, (by) the exchange conversion of Junior Units or Parity Preferred Units (including into Partnership Interests ranking junior to the Series D C Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (cz) the redemption of Partnership Interests corresponding to REIT any Series A C Preferred SharesStock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock Article NINTH of the General Partner 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 purchase pursuant to Article IV.E. NINTH of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F C Preferred Units, all distributions authorized and declared on the Series A C Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A C Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A I 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or 123 contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A I Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A I Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E I Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A I Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A I Preferred Unit and such other classes 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series I 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F I Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A N 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A N Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E N Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A Preferred Shares, any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E N Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A N Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A N Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A N Preferred Unit and such other classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series N 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F N Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i24.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as the indirect owner of 100% of the equity interests of the General Partner and as the sole general partner of the Operating Partnership, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A B 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 Unitsclass or 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 (collectively, “JUNIOR UNITS”), 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 B Preferred Units, any Parity Preferred Units (including the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) or any Junior Units or Rights in respect of Junior Units, unless, in each case, all distributions accumulated on all Series A B Preferred Units and all classes and series of outstanding Parity Preferred Units as (or, in the event of the liquidation of the Partnership, to payment the extent of distributions respective Capital Account balances of holders of such Series B Preferred Units and outstanding Parity Preferred Units in accordance with Section 13.2 of the Partnership Agreement) have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units (or options, warrants or rights to subscribe for Junior Units), (b) the exchange conversion of Junior Units or Parity Preferred Units (including into Partnership Interests ranking junior to the Series D Preferred Units, the Series E B Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) the redemption of Partnership Interests corresponding to REIT any Series A B Preferred Shares, Parity Preferred Stock with respect to distributions Shares or Junior Stock Shares to be purchased by the General Partner pursuant to Article VI of the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series Declaration of capital stock Trust of the General Partner (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 purchase pursuant to Article IV.E. VI of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F B Preferred Units, all distributions authorized and declared on the Series A B Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A B Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may except as would be made, without preserving the priority of distributions described in Sections 16.2.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status made upon a liquidation of the General Partner Partnership and a distribution of its assets in the case accordance with Section 13.2 of any Holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A I 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A I Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A I Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E I Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A I Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A I Preferred Unit and such other classes 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series I 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 Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F I Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; 141 147 provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A 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 Unitsclass or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (collectively, "JUNIOR UNITS"), 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 (including the Series D Preferred Units, the Series E Preferred Units and the Series F 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 conversion of Junior Units or Parity Preferred Units (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E A Preferred Units and the Series F Preferred Units) into Junior Unitsas to distributions, or (c) the redemption of Partnership Interests corresponding to REIT any Series A Preferred SharesStock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock Article VI of the General Partner Articles of Amendment and Restatement of the 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 purchase pursuant to Article IV.E. VI of the Charter or such other comparable provisionsCharter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apartdeposited in trust for payment) upon the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and Series F Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So Except to the extent set forth in Section 24.3.C(ii), so long as any Series A Q 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units 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 (including the Series D L Preferred Units, the Series E M Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series R Preferred Units and the Series F S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Parity Preferred 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 full cumulative distributions have been or contemporaneously are authorized and paid in fullor authorized and a sum sufficient for the payment thereof set apart for such payment on the Series Q Preferred Units for all past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsUnits that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (b) the exchange of Junior Units or Parity Preferred Units (including the Series D L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units and the Series F S Preferred Units) into Junior UnitsPartnership Interests of the Partnership ranking junior to the Series Q Preferred Units both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to REIT Series A Q Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the 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(including Series L Preferred Shares, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article IV.E. of the Charter or such other comparable provisions. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A M Preferred UnitsShares, the Series D O Preferred UnitsShares, the Series E P Preferred Units Shares, Series R Preferred Shares and Series F S Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other. (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 Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 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.” (o) 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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”Shares) 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, or (d) the authorization, declaration, payment, or setting apart for payment, of distributions of cash or other property on or with respect to Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units and Series S Preferred Units) for or in respect of the then current distribution period, provided that full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on the Series Q Preferred Units for all full quarterly distribution periods terminating on or prior to the distribution payment date for such Parity Preferred Units. (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 paymentso set apart) upon the Series D Q Preferred Units and any other Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units and Series S Preferred Units), all distributions authorized and declared on the Series D Q Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A L Preferred Units, the Series E M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units or the and Series F S Preferred Units) with respect to payment of distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series D Q Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series E Preferred Units or the Series F Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D Q Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include (A) 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 rightsrights or (B) bear to each other.” (p) Sections 20.3.C (i) and (ii) any accrued distribution in respect of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) no then current distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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 period if 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 (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 class or series of Parity Preferred Units (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F Q Preferred Units) shall in all cases bear to each other allows for the same ratio that the sum payment of the liquidation preference plus accrued distributions per Series E Preferred Unit 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 another class or series of Parity Preferred Units do not in respect of the then current distribution period provided that full cumulative distributions have cumulative been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on such original class or series of Parity Preferred Units for all full quarterly distribution rights)periods terminating on or prior to the distribution payment date for such other class or series of Parity Preferred Units) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Q Preferred Units which may be in arrears.”

Priority as to Distributions. (i) So long as any Series A H 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 class or series of Partnership Interest represented by Junior Units, nor shall any cash Junior Units or other property Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (other than capital stock or any monies be paid to or made available for a sinking fund for the redemption of the General Partner which corresponds in ranking to any such Junior Units or Parity Preferred Units) by the Partnership Interests being acquired) be set aside (except by conversion into or exchange for other Junior Units or applied to the purchase, redemption or other acquisition for consideration of any Series A Parity Preferred Units, any Parity Preferred Units (including as the Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Unitscase may be) or any Junior Units, unless, in each case, all full cumulative distributions accumulated have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on all the Series A H Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in fullfor 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 (including into Partnership Interests of the Partnership ranking junior to the Series D Preferred Units, the Series E H Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Series F Preferred Units) into Junior UnitsPartnership, or (c) distributions necessary to enable the redemption of Operating Partnership Interests to redeem partnership interests corresponding to REIT Series A H Preferred Shares, Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner AMB pursuant to the REIT Charter with respect to the 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 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 Article IV.E. of the Charter or such other comparable provisionsREIT Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units, the Series E H Preferred Units and Series F any other Parity Preferred Units, all distributions authorized and declared on the Series A H Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series A H Preferred Unit and such other 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 classes or series of 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 do not have cumulative distribution rights) bear to each other.. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series 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 or Partner, (b) the Operating Partnership or (c) any other Holder holder of Partnership Interest Interests in the Partnership, in each case ranking junior to or on parity with the Series A Preferred Units, the Series D Preferred Units, the Series E Preferred Units and the Series F H Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner Partner, and in the case of any Holder holder other than the General Partner only to the extent required by the Partnership Agreement.” (o) Sections 19.3.C (i) and (ii) of ; provided, that 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 Partnership shall not 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 disproportionately burdened by this provision relative to the Partnership Interests being acquired) be set aside for cash flow generated by other assets owned directly 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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 indirectly 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 CharterAMB. (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 E Preferred Units or the Series F 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 E Preferred Units or the Series F 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 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.” (p) Sections 20.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) Unless 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, (i) 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, and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to 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 D Preferred Units or the Series F 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, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, Series D Preferred Units or Series F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred Shares (as defined in the Series 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. (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units or the Series F 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 D Preferred Units or the Series F 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 (including the Series A Preferred U▇▇▇▇, the Series D Preferred Units or the Series F 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 E Preferred Unit 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 do not have cumulative distribution rights). No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears.”