Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. (i) So long as any Series G 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 G Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Units, unless, in each case, all distributions accumulated on all Series G Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G Units, all distributions authorized and declared on the Series G Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series G Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series G Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series 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 accumulated accrued distributions per Series 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series G Preferred Units may be made, without preserving the priority of distributions described in Sections 20.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G F Preference 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 a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G F Preference Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preference Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G F Preference Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient have been irrevocably reserved or set aside for such full payment is irrevocably deposited in a trust for immediate payment. The Without limiting Section 7(b) hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company Equity Lifestyle Properties, Inc. (the “Company”) in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any Series A F Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A F Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G F Preference Units, all distributions authorized and declared on the Series G F Preference Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G F Preference Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G F Preference 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 class or series of Units Partnership Interest of the Partnership 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 G B Preferred Units (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G B Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series B Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Unitsas to distributions, (c) the redemption of Units Partnership Interests corresponding to any Series A B Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary Shares with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) Shares to be purchased by the Company pursuant to Article VII of the Articles Declaration of Amendment and Restatement of the Company (the “Charter”) Trust to preserve the Company’s 's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the CharterDeclaration of Trust, or (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986purchase, as amended (“Code”), or (e) the redemption, purchase redemption or other acquisition of Junior Common Units made for purposes of, and in compliance with requirements the purpose of an employee incentive or benefit plan of the Company Partnership or any subsidiary of the Partnership or the Companysubsidiary. (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 G B Preferred Units, all distributions authorized and declared on the Series G 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 G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series I Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G I Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series I Preferred Units may be made, without preserving the priority of distributions described in Sections 22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; 141 147 provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series I Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G I Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series I Preferred Units may be made, without preserving the priority of distributions described in Sections 22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is E 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G E Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G E Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G E Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G E Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G E 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 E Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series E Preferred Units may be made, without preserving the priority of 77 distributions described in Sections 18.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units (including the Series L Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series S Preferred Units) be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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 full cumulative distributions accumulated on all Series G Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been or contemporaneously are authorized and paid in full (or authorized and a sum sufficient for the payment thereof set apart for such full payment is irrevocably deposited in a trust on the Series M Preferred Units for immediate paymentall past distribution periods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity (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) into Partnership Interests of the Partnership ranking junior to the Series M Preferred Units as to distributions, or (c) the redemption of Units Partnership Interests corresponding to any Series A M Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary including Series L Preferred Shares, Series O Preferred Shares, Series P Preferred Shares, Series Q Preferred Shares, Series R Preferred Shares and Series S Preferred Shares) with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G 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 G M Preferred Units and all classes or series of outstanding Parity Preferred Units (including the 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) shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G M Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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 rightsrights or (B) any accrued distribution in respect of the then current distribution period if such class or series of Parity Preferred Units 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 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 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 M Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G H Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series H Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series H Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G H Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G H Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series H Preferred Units may be made, without preserving the priority of distributions described in Sections 21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long Unless all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units as any Series G Unit is outstandingto 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 class or series of Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidationJunior Unit, dissolution or winding up of the Partnership to the Series G Units and (collectively, “Junior Units”), nor shall any 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 Junior Series E Preferred Units, unless, in each case, all distributions accumulated on all Series G Units and all classes and series of outstanding any 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 including the Series A Preferred Units does not have cumulative distribution rightsor Series D Preferred Units) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentany Junior Units. The Without limiting Section 20.2.C hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity (including the Series A Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Series D Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A E Preferred StockShares, Parity Preferred Stock Shares (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “E Articles Supplementary”)) with respect to distributions or Junior Stock (as defined in the Series E Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of Charter to the Company (the “Charter”) extent necessary to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 and a sum sufficient for such full payment is not irrevocably deposited in trust set apart for immediate payment) upon the Series G E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units), all distributions authorized and or declared on upon the Series G E Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units or Series D 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 G E Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units) shall in all cases bear to each other the same ratio that accumulated the sum of the liquidation preference plus accrued distributions per Series G E Preferred Unit and bears to the sum of the liquidation preference plus accrued distributions per Unit on such other classes or series of outstanding Parity Preferred Units (which 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) 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 Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series G Unit is B Preferred Shares 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 Units Common Shares or any class or series of other Shares of the Company 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 G Units B Preferred Shares (such Common Shares or other junior shares including, without limitation, Series A Junior Participating Preferred Shares authorized pursuant to Articles Supplementary filed with the Department on December 23, 1997, collectively, “Junior Units”"JUNIOR SHARES"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Shares, any Parity Preferred Shares with respect to distributions or any Junior UnitsShares, unless, in each case, all distributions accumulated on all Series G Units B Preferred Shares and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect Shares as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (ai) distributions payable solely in Junior UnitsShares, (bii) the conversion of Junior Units Shares or Parity Preferred Units Shares into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with ranking junior to the exchange rights Series B Preferred Shares as to distributions and upon liquidation, winding-up or dissolution, and (iii) purchase by the Company of such Junior Units or Parity Series B Preferred Units, (c) the redemption of Units corresponding to any Series A Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary Shares with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company Shares pursuant to Article VII of the Articles of Amendment and Restatement of Charter to the Company (the “Charter”) extent required to preserve the Company’s ' s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G UnitsB Preferred Shares and the Shares of any class or series of outstanding Parity Preferred Shares, all distributions authorized and declared on the Series G Units B Preferred Shares and all classes or series of outstanding Parity Preferred Units Shares with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per share of Series G Unit B Preferred Shares and such other classes or series of Parity Preferred Units Shares shall in all cases bear to each other the same ratio that accumulated accrued distributions per share on the Series G Unit B Preferred Shares and such other classes or series of Parity Preferred Units Shares (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units Shares 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 dividend payment or payments on Series B Preferred Shares or any other Parity Preferred Shares which may be in arrears.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G I Preferred Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series I Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is has been irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and rights upon the voluntary or Common Shares involuntary liquidation, dissolution or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, Partnership, (c) the redemption of Units Partnership Interests corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) Shares or Junior Stock (as defined in the Articles Supplementary) Shares to be purchased by the Company General Partner pursuant to Article VII of the Articles Amended and Restated Declaration of Amendment and Restatement Trust of the Company General Partner (as amended and modified through the date hereof, the “Charter”) to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, Charter or (d) any distributions to the General Partner necessary for foreclosure by the General Partner or Partnership on the Company to maintain its status Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and such term is defined in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary Section 13.3 of the Partnership or the CompanyAgreement). (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 G I Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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 any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series I Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G 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 and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity (including the Series D Preferred Units or Common Shares or other capital stock of and the Company in accordance with the exchange rights of such Junior Units or Parity Series E Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 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 Articles of Amendment and Restatement of the Company (the “Charter”) General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IV.E. of the Charter, (d) any distributions to the General Partner necessary for the General Partner Charter or 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 such other acquisition 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 Companycomparable provisions. (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 G A Preferred Units, the Series D Preferred Units and the Series E Preferred Units, all distributions authorized and declared on the Series G 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 G 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 accumulated accrued distributions per Series G 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 and the Series 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Junior Units”), nor shall any cash or other property (other than capital stock of the General Partner which corresponds to the class or series of the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units (including the Series E Preferred Units, the Series F Preferred Units and the Series G Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. 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 into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of (including the Company in accordance with the exchange rights of such Junior Units or Parity Series E Preferred Units, the Series F Preferred Units and the Series G Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 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 Articles of Amendment and Restatement of the Company (the “Charter”) General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IV.E. of the Charter, (d) any distributions to the General Partner necessary for the General Partner Charter or 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 such other acquisition 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 Companycomparable provisions. (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 A Preferred Units, the Series E Preferred Units, the Series F Preferred Units and the Series G Preferred Units, all distributions authorized and declared on the Series G 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 G 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 accumulated accrued distributions per Series G 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 E Preferred Units, the Series F Preferred Units and the Series G 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.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) So so long as any Series G Unit is 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 Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G Preferred Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series G Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will shall not prohibit (ax) distributions payable solely in Junior Units, or (by) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests ranking junior to the Series G Preferred Units as to distributions and rights upon involuntary or Common Shares voluntary liquidation, dissolution or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership or Parity Preferred Units, (cz) the redemption of Units Partnership Interests corresponding to any Series A G Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement Incorporation of the Company (General Partner with respect to the “Charter”) General Partner’s common stock and comparable provisions in the Articles of Incorporation with respect to other classes or series of capital stock of the General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII the Articles of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 CompanyIncorporation. (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 G Preferred Units, all distributions authorized and declared on the Series G Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series 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 accumulated accrued distributions per Series 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series I Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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.. 116 (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 G I Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series I Preferred Units may be made, without preserving the priority of distributions described in Sections 22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units Partnership Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G H Preferred Units (collectively, “"Junior Units”"), nor shall any cash or other ------------ property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series H Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G H Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Partnership Units or Parity ranking junior to the Series H Preferred Units as to distributions and upon liquidation, winding-up or Common Shares dissolution or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units Partnership Interests corresponding to any Series A H Preferred StockShares (as hereinafter defined), Parity Preferred Stock Shares (as such term is defined in the Articles Supplementary to Declaration of Trust of the Charter General Partner, as supplemented (the "Charter")), or Junior Shares ------- (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as such term is defined in the Articles SupplementaryCharter) to be purchased by the Company General Partner pursuant to Article VII 3 of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII 3 of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G H Preferred Units, all distributions authorized and declared on the Series G H Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. Subject to the provisions of Article 13 of the Partnership Agreement: (i) So so long as any Series G Unit is 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 Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G N Preferred Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series N Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G N Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will shall not prohibit (ax) distributions payable solely in Junior Units, or (by) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests ranking junior to the Series N Preferred Units as to distributions and rights upon involuntary or Common Shares voluntary liquidation, dissolution or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership or Parity Preferred Units, (cz) the redemption of Units Partnership Interests corresponding to any Series A N Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement Incorporation of the Company (General Partner with respect to the “Charter”) General Partner’s common stock and comparable provisions in the Articles of Incorporation with respect to other classes or series of capital stock of the General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII the Articles of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 CompanyIncorporation. (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 G N Preferred Units, all distributions authorized and declared on the Series G N Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 class or series of Units Partnership Interest of the Partnership 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 G 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 B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions for prior periods accumulated on all Series G B Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series B Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units Partnership Interests corresponding to any REIT Series A B Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 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 Articles of Amendment and Restatement of the Company (the “Charter”) General Partner to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IV of the Charter, (d) any distributions to the General Partner necessary for the General Partner Charter or 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 such other acquisition 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 Companycomparable provisions. (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 G B Preferred Units, all distributions authorized and declared on the Series G B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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 B 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 addition, in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. (i) So long as any Series G Unit is 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 class or series of Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G B Preferred Units (collectively, “Junior Units”"JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G B Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of Partnership Interests ranking junior to the Company in accordance with the exchange rights of such Junior Units or Parity Series B Preferred Units, or (c) the redemption of Units Partnership Interests corresponding to any Series A B Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII IX of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IX of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G B Preferred Units, all distributions authorized and declared on the Series G B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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. Any distribution payment made on the Series B Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series B Preferred Units which remains payable.

Priority as to Distributions. (i) So long as any Series G Unit is T 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 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 G Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series T Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G T Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is has been irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion or exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series T Preferred Units as to distributions and rights upon the voluntary or Common Shares involuntary liquidation, dissolution or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred UnitsPartnership, (c) the redemption of Units Partnership Interests corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”), trust; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, Charter or (d) any 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 Q 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 T Preferred Units for all full quarterly distribution periods terminating on or prior to the General Partner necessary distribution payment date for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 Companysuch 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 payment) upon the Series G T Preferred Units, all distributions authorized and declared on the Series G T Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G T Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G T 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 any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series T Preferred Units which may be in arrears.

Priority as to Distributions. (iA) So long as any Series G Unit is 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 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 G Units (collectively, “Junior Parity Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Series A Preferred Units or any Parity Units, unless, in each case, all distributions accumulated on all Series G Units and all classes and series of outstanding Parity A Accumulated Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) 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 declared upon Series A Preferred Units and all distributions declared upon any other series or class or classes of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series A Preferred Units and such Parity Units. (B) So long as any Series A Preferred Units are outstanding, no distribution of cash or other 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 Units nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Units (other than consideration paid solely in Junior Units or options, warrants or other rights to subscribe for or purchase Junior Units) unless, in each case, all Series A Accumulated Preferred Unit Distributions have been paid in full or set apart for payment. (C) So long as there are Series A Accumulated Preferred Unit Distributions (or a sum sufficient for such full payment of Series A Accumulated Preferred Unit Distributions is irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Unitsso set apart), (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any all future Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G Units, all distributions authorized and declared on the Series G Units and all classes or series of outstanding Parity Preferred Units Unit Distributions shall be authorized and declared so that the amount of distributions authorized and declared Series A Preferred Unit Distributions per Series G 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 accumulated distributions Series A Accumulated Preferred Unit Distributions per Series G 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. (D) Notwithstanding anything to the contrary set forth herein, distributions on Units held by the Managing Member ranking junior to or on parity with the Series A Preferred Units may be made, without preserving the priority of distributions described in Section 4.4(d)(iii)(A) and (B), but only to the extent such distributions are required to preserve the REIT status of GGPI.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G C Preferred Units (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or ------------ applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of Partnership Interests ranking junior to the Company in accordance with the exchange rights of such Junior Units or Parity Series C Preferred Units, or (c) the redemption of Units Partnership Interests corresponding to any Series A C Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII IX of the Articles of Amendment and Restatement of the Company General Partner (the “"Charter”") to the extent required to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IX of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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. Any distribution payment made on the Series C Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series C Preferred Units which remains payable.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units 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 winding-up of the Partnership to the Series G Units (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. 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 conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and rights upon voluntary or Common Shares involuntary liquidation, dissolution or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Unitswinding-up, (c) the redemption of Units Partnership Interests corresponding to any Series A C Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) Shares or Junior Stock (as defined in the Articles Supplementary) Shares to be purchased by the Company pursuant to Article VII of the Articles Declaration of Amendment and Restatement of the Company (the “Charter”) Trust to preserve the Company’s 's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same -------- ---- terms as the corresponding purchase pursuant to Article VII of the CharterDeclaration of Trust, or (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986purchase, as amended (“Code”), or (e) the redemption, purchase redemption or other acquisition of Junior Common Units made for purposes of, and in compliance with requirements the purpose of an employee incentive or benefit plan of the Company Partnership or any subsidiary of the Partnership or the Companysubsidiary. (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 G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Junior Units”)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 or Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series G D Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to the payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity (including the Series A Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Series E Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A D Preferred StockShares (as hereinafter defined), Parity Preferred Stock Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series A D Preferred Stock 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 Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G D Preferred Units, all distributions authorized and declared on the Series G D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units or Series E Preferred Units) with respect to payment of distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series G D Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units or Series E Preferred Units) shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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. (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 D Preferred Units may be made, without preserving the priority of distributions described in Sections 19.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and in the case of any Holder other than the General Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. (i) So long as any Series G Unit is F 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G F Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series F Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series F Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G F Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G F Preferred Units and all 91 classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G F Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G F 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 F Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 19.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) i. So long as any Series G Unit is E 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 Units Partnership Interests of the Partnership 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 G Parity Preferred Units (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G E Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) distribu- tions have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions, or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units Partnership Interests corresponding to any Series A E Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 5 of the Articles of Amendment and Restatement Incorporation of the Company General Partner (the “"Charter”") to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII 5 of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G E Preferred Units, all distributions authorized and declared on the Series G E Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distribu- tions shall be authorized and declared so that the amount of distributions authorized and declared per Series G E Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G E 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 classes or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series G Unit is 3 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 Common Units or any other class or series of equity securities of the Partnership ranking junior to the Series 3 Preferred Units as to the payment of distributions (such Common Units or rights upon voluntary or involuntary liquidationother junior equity securities, dissolution or winding up of the Partnership to the Series G Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 3 Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G 3 Preferred Units and all classes and series of outstanding Parity Preferred Units with respect to distributions have been paid in full. The foregoing sentence will not prohibit (i) distributions payable solely in shares of Junior Units, (ii) the conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 3 Preferred Stock or other equity securities of the General Partner, regardless of class or series, to be purchased by the General Partner pursuant to Article 5 of the Articles of Incorporation to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 5 of the Articles of Incorporation, and (iv) the redemption of Series 3 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 3 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation. (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 payment) upon the Series 3 Preferred Units, all distributions authorized and declared on the Series 3 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 share of Series 3 Preferred Units 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 share on the Series 3 Preferred Units 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 does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G Units, all distributions authorized and declared on the Series G Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up Partnership Interests of the Partnership ranking junior to the Series G C Preferred Units with respect to distributions (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units with respect to distributions or any Junior UnitsUnits (other than for purposes of an employee incentive or benefit plan of the Partnership or any of its Subsidiaries), unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in with respect of unpaid to distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient declared and set apart for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will shall not prohibit (aA) distributions payable solely in Junior Units or in options, warrants or rights to subscribe or purchase Junior Units, (bB) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, or (cC) the redemption of Units corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary Partnership Interests pursuant to the Charter (as defined below) establishing Partnership Agreement to the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) extent required to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and on 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 G 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 accumulated accrued distributions per Series G 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 does not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series G D Preference 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 a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G D Preference Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preference Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G D Preference Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient have been irrevocably reserved or set aside for such full payment is irrevocably deposited in a trust for immediate payment. The Without limiting Section 7(b) hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company Equity Lifestyle Properties, Inc. (the “Company”) in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any Series A D Preferred Stock, Parity Preferred Stock (as defined in the Amended and Restated Articles Supplementary to the Charter (as defined below) establishing the Series A D Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G D Preference Units, all distributions authorized and declared on the Series G D Preference Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G D Preference Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G D Preference 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G C Preferred Units (collectively, “Junior Units”"UNITS JUNIOR TO SERIES C"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Units Junior Unitsto Series C, unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Units Junior Unitsto Series C or, in accordance with Section 8.6 hereof, common shares of beneficial interest (or any similar equity security) of the General Partner Entity, (b) the conversion of Units Junior Units to Series C or Parity Preferred Units into other Units Junior Units to Series C or Parity Preferred Units common shares of beneficial interest (or Common Shares or other capital stock any similar equity security) of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred UnitsGeneral Partner Entity, and (c) the redemption of Units Partnership Interests corresponding to any Series A C Preferred StockShares, Parity Preferred Stock Shares or Junior Shares (as those terms are defined in that certain Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the Articles Supplementary to General Partner Entity (the Charter (as defined below"SERIES C DESIGNATION") establishing the Series A C Preferred Stock (the “Articles Supplementary”)) or Junior Stock Shares (as defined in the Articles Supplementaryhereinafter defined) to be purchased by the Company General Partner Entity pursuant to Article VII Nineteen of the Articles Declaration of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 CompanyTrust. (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 G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units Partnership Interest ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership to the Series G C Preferred Units (collectively, “Junior Units”"JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred units, any Parity Preferred Units or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will shall not prohibit (ax) distributions payable solely in Junior Units, (by) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of Partnership Interests ranking junior to the Company in accordance with the exchange rights of such Junior Units or Parity Series C Preferred Units, or (cz) the redemption of Units Partnership Interests corresponding to any Series A C Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII NINTH of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII NINTH of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (iA) So long as any Series G Unit is 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 Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up Partnership Interests of the Partnership ranking junior to the Series G C Preferred Units with respect to distributions (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units with respect to distributions or any Junior UnitsUnits (other than for purposes of an employee incentive or benefit plan of the Partnership or any of its Subsidiaries), unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in with respect of unpaid to distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient declared and set apart for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will shall not prohibit (a1) distributions payable solely in Junior Units or in options, warrants or rights to subscribe or purchase Junior Units, (b2) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, or (c3) the redemption of Units corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary Partnership Interests pursuant to the Charter (as defined below) establishing Partnership Agreement to the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) extent required to preserve the Company’s General Partner's or any of its Members', as applicable, status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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. (iiB) 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 G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and on 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 G 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 accumulated accrued distributions per Series G 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 does not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to any Series A C Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G C Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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 of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series C Preferred Units may be made, without preserving the priority of distributions described in Sections 16.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series I Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G I Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series I Preferred Units may be made, without preserving the priority of 111 distributions described in Sections 22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G 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 C Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of (including the Company in accordance with the exchange rights of such Junior Units or Parity Series C Preferred Units, the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 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 Articles of Amendment and Restatement of the Company (the “Charter”) General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IV.E. of the Charter, (d) any distributions to the General Partner necessary for the General Partner Charter or 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 such other acquisition 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 Companycomparable provisions. (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 G A Preferred Units, the Series D Preferred Units and the Series E Preferred Units, all distributions authorized and declared on the Series G 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 G 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 accumulated accrued distributions per Series G 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 and the Series 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.” (p) 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 17.2.C(i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows:

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series G 100 Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series G Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series 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 accumulated accrued distributions per Series 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series G Preferred Units may be made, without preserving the priority of distributions described in Sections 20.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G D Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series D Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series D Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the CompanyAMB’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G D Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G D Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G D Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series D Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series D Preferred Units may be made, without preserving the priority of distributions described in Sections 17.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 class or series of Units Partnership Interest of the Partnership 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 G A Preferred Units (collectively, “Junior Units”"JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series A Preferred Units as to distributions, or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units Partnership Interests corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII VI of the Articles of Amendment and Restatement of the Company (the “Charter”"CHARTER") to preserve the Company’s 's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII VI of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G A Preferred Units, all distributions authorized and declared on the Series G 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 G Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G 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 G H Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Units, unless, in each case, all distributions accumulated on all Series G H Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment). The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of Units corresponding to any Series A B Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A B Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G H Units, all distributions authorized and declared on the Series G H Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G H Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 Units 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 winding-up of the Partnership to the Series G Units (collectively, “"Junior Units”"), nor shall any cash or other property be set aside for or ------------- applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series G C Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. 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 conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series C Preferred Units as to distributions and rights upon voluntary or Common Shares involuntary liquidation, dissolution or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Unitswinding-up, (c) the redemption of Units Partnership Interests corresponding to any Series A C Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) Shares or Junior Stock (as defined in the Articles Supplementary) Shares to be purchased by ▇▇▇▇▇▇▇▇ Properties Trust (the Company "Trust") pursuant to Article VII of the Articles Amended and ----- Restated Declaration of Amendment and Restatement Trust of the Company Trust (the “Charter”"Declaration") to preserve ----------- the Company’s Trust's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the CharterDeclaration, or (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986purchase, as amended (“Code”), or (e) the redemption, purchase redemption or other acquisition of Junior Common Units made for purposes of, and in compliance with requirements the purpose of an employee incentive or benefit plan of the Company Partnership or any subsidiary of the Partnership or the Companysubsidiary. (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 G C Preferred Units, all distributions authorized and declared on the Series G C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long Except as any Series G provided in Section 19.2(c)(ii) below, unless full cumulative distributions for all past Mirror A Preferred Unit is outstanding, no distribution of cash Distribution Periods on the Mirror A Preferred Units have been or other property shall be authorized, declared, contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment on such payment, no distributions (other than in Common OP Units or with respect to any other class or series of OP Units ranking junior to the Mirror A 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 nor shall any other distribution be authorized or made on Preferred OP Units, Series A-1 Preferred Units, Series A-3 Preferred Units, Series B-3 Preferred Units, Common OP Units or any other classes or series of OP Units (now existing or hereafter issued) ranking junior to or on parity with the Mirror A Preferred Units as to distributions or rights as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership to the Series G Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Preferred OP Units, unlessSeries A-1 Preferred Units, in each caseSeries A-3 Preferred Units, all distributions accumulated on all Series G B-3 Preferred Units, Common OP Units and all or any other classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity OP Units (now existing or hereafter issued) ranking junior to or on parity with the Mirror A Preferred Units does not have cumulative as to distributions or as to the distribution rights) have been paid in full 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 sum sufficient sinking fund for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Units, (c) the redemption of any such units) by the Partnership except: A. by conversion into or exchange for Common OP Units corresponding or any other classes or series of OP Units ranking junior to any Series the Mirror A Preferred Stock, Parity Preferred Stock (Units as defined in the Articles Supplementary to distributions and as to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company pursuant to Article VII distribution of assets upon liquidation, dissolution and winding up of the Articles of Amendment and Restatement of the Company (the “Charter”) to preserve the Company’s status as a real estate investment trust (“REIT”), provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the Partnership; B. by redemption, purchase or other acquisition of Junior Common OP Units made for purposes of, and in compliance with requirements of an employee incentive incentive, benefit or benefit share purchase plan of for the Company or any subsidiary of General Partner, the Partnership or any of their respective subsidiaries; C. for redemptions, purchases or other acquisitions of OP Units by the Company.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 (ii) So long D. for any distributions by the Partnership corresponding to distributions by the General Partner required for it to maintain its status as distributions have not been paid in full (or a sum sufficient REIT for such full payment is not irrevocably deposited in trust for immediate payment) upon federal income tax purposes. With respect to the Series G Mirror A Preferred Units, all distributions authorized references in this Article 19 to “past Mirror A Preferred Unit Distribution Periods” shall mean, as of any date, Mirror A Preferred Unit Distribution Periods ending on or prior to such date, and declared on the Series G Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G Unit and such with respect to any other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series G 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 OP Units ranking on a parity as to distributions with the Mirror A Preferred Units, all references in this Article 19 to “past distribution periods” (and all similar references) shall mean, as of any date, distribution periods with respect to such other class or series of OP Units do not have cumulative distribution rights) bear ending on or prior to each othersuch date.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G H Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series H Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series H Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G H Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G H Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series H Preferred Units may be made, without preserving the priority of distributions described in Sections 21.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as sole general partner of the Operating Partnership and as sole stockholder of the General Partner, and in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is F 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G F Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series F Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series F Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G F Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G F Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G F Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G F 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 F Preferred Units which may be in arrears. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series F Preferred Units may be made, without preserving the priority of distributions described in Sections 19.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G I Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to Series I Preferred Shares and any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the CompanyAMB’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G I Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G I Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series I Preferred Units may be made, without preserving the priority of distributions described in Sections 22.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 class or series of Units Partnership Interest of the Partnership 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 G B Preferred Units (collectively, “Junior Units”"JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G B Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series B Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Preferred Unitsas to distributions, (c) the redemption of Units Partnership Interests corresponding to any Series A B Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary Shares with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) Shares to be purchased by ▇▇▇▇▇▇▇▇ Properties Trust (the Company "TRUST") pursuant to Article VII of the Articles Amended and Restated Declaration of Amendment and Restatement Trust of the Company Trust (the “Charter”"DECLARATION") to preserve the Company’s Trust's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the CharterDeclaration, or (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986purchase, as amended (“Code”), or (e) the redemption, purchase redemption or other acquisition of Junior Common Units made for purposes of, and in compliance with requirements the purpose of an employee incentive or benefit plan of the Company Partnership or any subsidiary of the Partnership or the Companysubsidiary. (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 G B Preferred Units, all distributions authorized and declared on the Series G 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 G 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 accumulated accrued distributions per Series G 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.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Interest represented by Junior Units”), nor shall any cash Junior Units or other property Parity Preferred Units be set aside redeemed, purchased or otherwise acquired for any consideration (or applied any monies be paid to or made available for a sinking fund for the purchase, redemption or other acquisition for consideration 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, as the case may be) 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 G N Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior all distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentperiods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Partnership Interests of the Partnership ranking junior to the Series N Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or Common Shares or other capital stock winding up of the Company in accordance with the exchange rights of such Junior Units Partnership, or Parity Preferred Units, (c) distributions necessary to enable the redemption of Units Operating Partnership to redeem partnership interests corresponding to any Series A Preferred Stock, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company AMB pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) REIT Charter to preserve the Company’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 VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate paymentso set apart) upon the Series G N Preferred Units and any other Parity Preferred Units, all distributions authorized and declared on the Series G N Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Series G 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 accumulated accrued distributions per Series G 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, (b) the Operating Partnership or (c) any other holder of Partnership Interests in the Partnership, in each case ranking junior to or on parity with the Series N Preferred Units may be made, without preserving the priority of distributions described in Sections 24.3.C(i) and (ii), but only to the extent such distributions are required to preserve the REIT status of AMB, in its capacity as 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 other than the General Partner only to the extent required by the Partnership Agreement; provided, that the Partnership shall not be disproportionately burdened by this provision relative to the cash flow generated by other assets owned directly or indirectly by AMB.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G 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 C Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series G 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 A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series C Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock 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 so set apart) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) with respect to distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does do not have cumulative distribution rights) bear to each other.” (s) The fourth sentence of Section 17.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “Holders of Series C Preferred Units shall deliver any canceled certificates representing Series C Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 90064) within ten (10) Business Days of the exchange or redemption with respect thereto.” (t) The first sentence of the second paragraph of Section 17.7.B(i) of the Agreement is hereby amended and restated in its entirety as follows: “The certificates representing the REIT Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend:” (u) Sections 19.3.C (i) and (ii) of the Agreement are hereby amended and restated in their entirety as follows: (i) So long as any Series D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity (including the Series A Preferred Units, the Series C Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Series E Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A D Preferred StockShares (as hereinafter defined), Parity Preferred Stock Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series A D Preferred Stock 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 Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G D Preferred Units, all distributions authorized and declared on the Series G D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) with respect to payment of distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series G D Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units) shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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.” (v) Section 19.7.A of the Agreement is hereby amended and restated in its entirety as follows:

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G 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 G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of (including the Company in accordance with the exchange rights of such Junior Units or Parity Series D Preferred Units, the Series E Preferred Units and the Series F Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A Preferred StockShares, Parity Preferred Stock (as defined in the Articles Supplementary with respect to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) distributions or Junior Stock (as defined in the Articles Supplementary) to be purchased by the Company General Partner pursuant to Article VII 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 Articles of Amendment and Restatement of the Company (the “Charter”) General Partner to preserve the CompanyGeneral Partner’s status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IV.E. of the Charter, (d) any distributions to the General Partner necessary for the General Partner Charter or 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 such other acquisition 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 Companycomparable provisions. (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 G 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 G 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 G 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 accumulated accrued distributions per Series G 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 G Unit is 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 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 G Units (collectively, “Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Junior Series A Preferred Units, Partnership Interests other than Senior Units, unless, in each case, all distributions accumulated on all Series G A Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. In determining whether to make any distributions pursuant to this Section 3(c), the Board of Trustees of the General Partner shall conservatively forecast future cash flow requirements as to the ability of the Partnership to meet its future obligations and liabilities including, without limitation, its ability to satisfy its obligations to the holders of the Series A Preferred Units. The foregoing sentence will shall not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into other Junior Units or Parity Preferred Units or Common Shares or other capital stock of Partnership Interests ranking junior to the Company in accordance with the exchange rights of such Junior Units or Parity Series A Preferred Units, or (c) the redemption of Units Partnership Interests corresponding to any Series A Preferred StockShare, Parity Preferred Stock (as defined in the Articles Supplementary to the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) Share or Junior Stock (as defined in the Articles Supplementary) Share to be purchased by the Company General Partner pursuant to Article VII IX of the Articles Declaration of Amendment and Restatement of the Company (the “Charter”) Trust to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII IX of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code Declaration of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 CompanyTrust. (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 G A Preferred Units and all Parity Units, all distributions authorized and declared on the Series G A Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series G A Preferred Unit and such other classes or series of per Parity Preferred Units Unit shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G A Preferred Unit and such other classes or series of per 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) Unit bear to each other.

Priority as to Distributions. (i) So long as any Series G Unit is 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 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 G Units (collectively, “Junior Units”)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 or Series C Preferred Units) with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series G D Preferred Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect as to the payment of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate paymentfull. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion exchange of Junior Units or Parity Preferred Units into other Junior Units or Parity (including the Series A Preferred Units or Common Shares or other capital stock of the Company in accordance with the exchange rights of such Junior Units or Parity Series C Preferred Units) into Junior Units, or (c) the redemption of Units Partnership Interests corresponding to any REIT Series A D Preferred StockShares (as hereinafter defined), Parity Preferred Stock Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series A D Preferred Stock 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 Company General Partner pursuant to Article VII of the Articles of Amendment and Restatement of the Company (the “Charter”) Charter to preserve the Company’s General Partner's status as a real estate investment trust (“REIT”)trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition 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 deposited in trust for immediate payment) upon the Series G D Preferred Units, all distributions authorized and declared on the Series G D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units or Series 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 G D Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units or Series C Preferred Units) shall in all cases bear to each other the same ratio that accumulated accrued distributions per Series G 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. (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 D Preferred Units may be made, without preserving the priority of distributions described in Sections 19.3.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.