Common use of Right to Exchange Clause in Contracts

Right to Exchange. (i) Series J Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011, at the option of the holders of 51% of all outstanding Series J Preferred Units, for authorized but previously unissued Series J Preferred Shares at an exchange rate of one Series J Preferred Share from the General Partner for one Series J Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 12, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued Series J B Preferred Shares at an exchange rate of one Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J B Preferred Units conclude (in the reasonable judgment after November 12, 2001 and prior to November 12, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J B Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for Series J B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series B Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% LimitLimit for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 17.7 hereof (which procedure shall be available to such holders Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J B Preferred Units originally issued acquired by the Partnership Contributor would in the opinion of the above-referenced counsel reduce the risk that such holders' Contributor's interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder Contributor not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders Contributor is made under this sentence.

Right to Exchange. (i) Series J E Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21August 31, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units, for authorized but previously unissued Series J E Preferred Shares at an exchange rate of one Series J E Preferred Share from the General Partner AMB for one Series J E Preferred Unit, subject to adjustment as described below (the "Series E Exchange Price"), ; provided that the Series J E Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units for Series J E Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series E Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series E Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries E Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J E Preferred Units so determine, may be exchanged for Series E Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J E Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after August 31, 2002 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to August 31, (2) 2009 if such holders of a Series E Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series E Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J E Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series E Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series E Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (iA) Series J D Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 9.125% Series J D Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series D Preferred Stock") at an exchange rate of one share of Series J D Preferred Share from the General Partner Stock for one Series J D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"), provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on the applicable Series D Preferred Unit Distribution Payment Date on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date or (z) upon receipt by a holder or holders of Series D Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (yB) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series D Preferred Units may be exchanged for Series D Preferred Stock, in whole or in part, at the option of any holder prior to the tenth anniversary of the issuance date and after the third anniversary thereof if such holder of a Series D Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series D Preferred Units at such earlier time would not cause the Series D Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series D Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series D Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series D Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article 5 of the Articles of Incorporation (taking into account exceptions thereto) if at any time (Ai) the holders of 51% Partnership reasonably determines that the assets and income of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were Partnership for a taxable as a real estate investment trust, either (1) will not or likely will year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series D Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J D Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21May 5, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units, for authorized but previously unissued Series J D Preferred Shares at an exchange rate of one Series J D Preferred Share from the General Partner AMB for one Series J D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"), ; provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series D Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses the immediate future will be, a "publicly traded partnership" within the meaning of Code Section 7704 (Aa "PTP") and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries D Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J D Preferred Units so determine, may be exchanged for Series D Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J D Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after May 5, 2002 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to May 5, (2) 2009 if such holders of a Series D Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J D Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series D Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series D Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J K Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21October 30, 20112012, at the option of the holders of 51% of all outstanding Series J K Preferred Units, for authorized but previously unissued Series J K Preferred Shares at an exchange rate of one Series J K Preferred Share from the General Partner for one Series J K Preferred Unit, subject to adjustment as described below (the "“Exchange Price"”), provided that the Series J K Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J K Preferred Units for Series J K Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J K Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J K Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J K Preferred Units, if the holders of 51% of all outstanding Series J K Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J K Preferred Shares if (1) the holders of 51% of all outstanding Series J K Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's ’s interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' ’ interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 19.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J K Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' ’ interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J K Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21October 30, 20112012, at the option of the holders of 51% of all outstanding Series J K Preferred Units, for authorized but previously unissued Series J K Preferred Shares at an exchange rate of one Series J K Preferred Share from the General Partner for one Series J K Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J K Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J K Preferred Units for Series J K Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J K Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J K Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J K Preferred Units, if the holders of 51% of all outstanding Series J K Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J K Preferred Shares if (1) the holders of 51% of all outstanding Series J K Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 19.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J K Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011, at the option of the holders of 51% of all outstanding Series J Preferred Units, for authorized but previously unissued Series J Preferred Shares at an exchange rate of one Series J Preferred Share from the General Partner for one Series J Preferred Unit, subject to adjustment as described below (the "“Exchange Price"”), provided that the Series J Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's ’s interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' ’ interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' ’ interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J A Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 2130, 20112015, at the option of the holders of 51% of the Holders of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "“Exchange Price"”), provided that the Series J A Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of the Holders of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a Holder or Holders of Series A Preferred Units of (A) notice from the holders General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series J A Preferred Units conclude (in the reasonable judgment prior to September 30, 2015 and after February 6, 2001 if such Holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series A Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series A Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered “stock and (D) securities” within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the Holder of the Series A Preferred Units is an “investment company” under section 721(b) of the Code if an exchange is permitted at such agreement not to be unreasonably withheldearlier date. Furthermore, the Series J A Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units A Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersthe Series A Contributor) for REIT Series J A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (1as defined herein), taking into account exceptions thereto) if at any time (i) the holders Partnership takes the position that assets and income of 51% the Partnership are such as would not permit the Partnership to satisfy the income and assets tests of all outstanding Section 856 of the Code if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any Holder of the Series J A Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders shall deliver to the General Partner Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that there is a substantial risk that its interest in the assets and income of the Partnership does are such as would not or will not permit the Partnership to satisfy the 19.5% Limit income and (3) assets tests of Section 856 of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in Code if the Partnership is reduced pursuant to were a real estate investment trust within the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion meaning of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentenceCode.

Right to Exchange. (i) Series J F Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.5% Series J F Cumulative Redeemable Preferred Shares of the General Partner (the "Series F Preferred Shares") at an exchange rate of one Series J F Preferred Share from the General Partner for one Series J F Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J F Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J Preferred Units F Units, for Series J F Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (z) upon receipt by a holder or holders of Series F Preferred Units of (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (y2) at any time (A) the an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series F Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series F Preferred Units may be exchanged for Series F Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series F Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of a statute, temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series J F Preferred Units conclude (in at such earlier time would not cause the reasonable judgment Series F Preferred Units to be considered "stock or securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries F Preferred Units is an "investment company" under Section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable as all the Series F Preferred Units, held by any holder thereof which is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series F Preferred Shares may be exchanged in whole but not in part (but only if the exchange may be accomplished consistently with the ownership limitations set forth tinder Article 3 of the Charter (taking into account exceptions thereto)) if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series F Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J F Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable with the General Partner in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.95% Series J H Cumulative Redeemable Preferred Shares of the General Partner (the "Series H Preferred Shares") at an exchange rate of one Series J H Preferred ------------------------- Share from the General Partner for one Series J H Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J H Preferred Units -------------- will become exchangeable with the General Partner at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J Preferred Units H Units, for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (z) upon receipt by a holder or holders of Series H Preferred Units of (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or (y) at any time (A) upon the holders occurrence of 51% of the Series J Preferred Units conclude (a defined event in the reasonable judgment of such holders) that the Partnershipimmediate future will be, if it otherwise were a PTP taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or corporation and (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a rendered by an outside nationally recognized independent counsel familiar with such matters addressed to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder or holders of Series H Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP taxable as a corporation. In addition, the Series J H Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) may be exchanged with the General Partner agrees with for Series H Preferred Shares, in whole or in part, at the conclusions referred option of any holder prior to in clauses (A) and (B) the 10th anniversary of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, date of issuance if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder concludes based on results or projected results that there exists (in the reasonable judgment of such holderthe holders as confirmed by an opinion of a nationally recognized independent counsel or accounting firm) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limit, (2) such holders deliver to of the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest total profits or capital interests in the Partnership does not or will not satisfy the 19.5% Limit and (3determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as for a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51more than 50% of all outstanding Series J Preferred C Units, for authorized but previously unissued shares of 8.625% Series J C Cumulative Redeemable Preferred Shares of the General Partner (the "Series C Preferred Shares") at an exchange rate of one Series J C Preferred Share from the General Partner for one Series J C Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51more than 50% of all outstanding Series J Preferred Units C Units, for Series J C Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full fall distributions were not timely made, made or (yz) at any time (A) the upon receipt by a holder or holders of 51% of the Series J C Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has become aware of facts that will not or likely will not satisfy cause the income tests of Section 856 of the Code for the year in which such determination is made or Partnership to become a PTP, (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will not be or likely will not satisfy be, a PTP. In addition, the asset tests Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole or in part, at the option of Section 856 any holder prior to the tenth (10th) anniversary of the Code as issuance date and after the third (3rd) anniversary thereof if such holder of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series C Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J C Preferred Units at such earlier time would fail not cause the Series C Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries C Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J C Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units a holder thereof so determinedetermines, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J C Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude such holder concludes based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the such holder's interest in the Partnership represents or will represent more than 18.0% of the 19.5% Limittotal profits of or capital interests in the Partnership for a taxable year, (2) such holders deliver holder delivers to the General Partner an opinion of nationally recognized independent counsel counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.518.0% Limit limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J F Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21March 22, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J F Preferred Units, for authorized but previously unissued Series J F Preferred Shares at an exchange rate of one Series J F Preferred Share from the General Partner AMB for one Series J F Preferred Unit, subject to adjustment as described below (the "Series F Exchange Price"), ; provided that the Series J F Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J F Preferred Units for Series J F Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series F Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries F Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J F Preferred Units so determine, may be exchanged for Series F Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J F Preferred Units after March 22, 2003 and prior to March 22, 2010 if such holders of a Series F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series F Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that an exchange of the Series F Preferred Units at such earlier time would not cause the Series F Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series F Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. In addition, Series F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holderholders) an imminent and substantial risk that the holder's such holders' interest in the Partnership represents or will represent more than 19.0% of the 19.5% Limittotal profits of or capital interests in the Partnership for a taxable year, (2ii) such holders deliver to the General Partner an opinion of independent counsel counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that its their interest in the Partnership does not or will not satisfy the 19.519.0% Limit limit and (3iii) the General Partner agrees with the conclusions referred to in clauses (1i) and (2ii) of this sentence, such agreement not to be unreasonably withheld; provided. Furthermore, howeverSeries F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, that ifat the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if (i) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, as a result from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of such conclusionthe Partnership's total assets, such holders' interest in for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is reduced pursuant to advised by independent counsel that, based on the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion assets and income of the procedure under this sentence Partnership for so long asa taxable year after 1998, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a substantial risk, and thereafter real estate investment trust within the meaning of the Code; or (B) the holder of the Series F Preferred Units shall be a permitted alternative deliver to the procedure pursuant General Partner an opinion of independent counsel reasonably acceptable to this sentence) or the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that the holder of such holder not satisfying the 19.5% Limit otherwise is reduced below Series F Preferred Units would fail to maintain its qualification as a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencereal estate investment trust.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.625 % Series J B Cumulative Redeemable Preferred Shares of the General Partner (the "Series B Preferred Shares") at an exchange rate of one Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (z) upon receipt by a holder or holders of Series B Preferred Units of (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (y2) at any time (A) the an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series B Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series J B Preferred Units conclude (in at such earlier time would not cause the reasonable judgment Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries B Preferred Units is an "investment company" under section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable as all the Series B Preferred Units held by any holder thereof which is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares may be exchanged in whole but not in part (but only if the exchange may be accomplished consistently with the ownership limitations set forth under Article 3 of the Charter (taking into account exceptions thereto)) if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J B Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J E Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.375% Series J E Cumulative Redeemable Preferred Shares of the General Partner (the "Series E Preferred Shares") at an exchange rate of one Series J E Preferred Share from the General Partner for one Series J E Preferred Unit, subject to adjustment as described below (the "Series E Exchange Price"), provided that the Series J E Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J E Preferred Units for Series J E Preferred Shares (xif(y) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series E Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (z) upon receipt by a holder or holders of Series E Preferred Units of (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (y2) at any time (A) the an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series E Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series E Preferred Units may be exchanged for Series E Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series E Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series E Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series J E Preferred Units conclude (in at such earlier time would not cause the reasonable judgment Series E Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries E Preferred Units is an "investment company" under section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable as all the Series E Preferred Units held by any holder thereof which is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series E Preferred Shares may be exchanged in whole but not in part (but only if the exchange may be accomplished consistently with the ownership limitations set forth under Article 3 of the Charter (taking into account exceptions thereto)) if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series E Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J E Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.375% Series J D Cumulative Redeemable Preferred Shares of the General Partner (the "Series D Preferred Shares") at an exchange rate of one Series J D Preferred Share from the General Partner for one Series J D Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J Preferred Units D Units, for Series J D Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (z) upon receipt by a holder or holders of Series D Preferred Units of (1) a notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (y2) at any time (A) the an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series D Preferred Units may be exchanged for Series D Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series D Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of a statute, temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series J D Preferred Units conclude (in at such earlier time would not cause the reasonable judgment Series D Preferred Units to be considered "stock or securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries D Preferred Units is an "investment company" under Section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable as all the Series D Preferred Units, held by any holder thereof which is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series D Preferred Shares may be exchanged in whole but not in part (but only if the exchange may be accomplished consistently with the ownership limitations set forth under Article 3 of the Charter (taking into account exceptions thereto)) if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J B Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (iA) Series J F Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series J F Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series F Preferred Stock") at an exchange rate of one share of Series J F Preferred Share from the General Partner Stock for one Series J F Preferred Unit, subject to adjustment as described below (the "Series F Exchange Price"), provided that the Series J F Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J F Preferred Units for Series J F Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on the applicable Series F Preferred Unit Distribution Payment Date on any Series J F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two (2) Business Days after the applicable Series F Preferred Unit Distribution Payment Date or (z) upon receipt by a holder or holders of Series F Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (yB) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series F Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series F Preferred Units may be exchanged for Series F Preferred Stock, in whole or in part, at the option of any holder prior to the tenth anniversary of the issuance date and after the third anniversary thereof if such holder of a Series F Preferred Unit shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series F Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series F Preferred Units at such earlier time would not cause the Series F Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series F Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series F Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series F Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article 5 of the Articles of Incorporation (taking into account exceptions thereto) if at any time (Ai) the holders of 51% Partnership reasonably determines that the assets and income of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were Partnership for a taxable as a real estate investment trust, either (1) will not or likely will year after 2001 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series F Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 2001, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J F Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheldtrust. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J F Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J F Preferred Shares Stock at any time after the date hereof, if both (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder thereof concludes based on results or projected results that there exists exits (in the reasonable judgment of such the holder) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731 -2(e)(4)) for a taxable year, and (2) such holders deliver the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and (3) of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest total profits or capital interests in the Partnership is reduced pursuant to the last sentence of (determined in accordance with Treasury Regulations Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence 1.731-2(e)(4)) for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series J B Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series B Preferred Stock") at an exchange rate of one share of Series J B Preferred Share from the General Partner Stock for one Series J B Preferred UnitUnit , subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the holders of 51% General Partner that the General Partner or a subsidiary of the Series J Preferred Units conclude (in the reasonable judgment General Partner has become aware of such holders) facts that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy cause the income tests Partnership to become a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Section 856 Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the Code for the year in which such determination is made or (2) immediate future will not be or likely will not satisfy be, a PTP. In addition, the asset tests Series B Preferred Units may be exchanged for Series B Preferred Stock, in whole or in part, at the option of Section 856 any holder prior to the tenth anniversary of the Code as issuance date and after the third anniversary thereof if such holder of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentencethe Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J B Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J B Preferred Shares Stock at any time after the date hereof, if both (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of such the holder) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2) such holders deliver the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and (3) of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest total profits or capital interests in the Partnership is reduced pursuant to the last sentence of (determined in accordance with Treasury Regulations Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence 1.731-2(e)(4)) for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J K Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21October 30, 20112012, at the option of the holders of 51% of all outstanding Series J K Preferred Units, for authorized but previously unissued Series J K Preferred Shares at an exchange rate of one Series J K Preferred Share from the General Partner for one Series J K Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J K Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J K Preferred Units for Series J K Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J K Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J K Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J K Preferred Units, if the holders of 51% of all outstanding Series J K Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J K Preferred Shares if (1) the holders of 51% of all outstanding Series J K Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the 103 holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 19.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J K Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21May 5, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units, for authorized but previously unissued Series J D Preferred Shares at an exchange rate of one Series J D Preferred Share from the General Partner AMB for one Series J D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"), ; provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series D Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries D Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J D Preferred Units so determine, may be exchanged for Series D Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J D Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after May 5, 2002 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to May 5, (2) 2009 if such holders of a Series D Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, based on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.statute, the enactment of temporary or final Treasury Regulations or the publication of

Right to Exchange. (i) Series J E Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21August 91 97 31, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units, for authorized but previously unissued Series J E Preferred Shares at an exchange rate of one Series J E Preferred Share from the General Partner AMB for one Series J E Preferred Unit, subject to adjustment as described below (the "Series E Exchange Price"), ; provided that the Series J E Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units for Series J E Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series E Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series E Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries E Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J E Preferred Units so determine, may be exchanged for Series E Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J E Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after August 31, 2002 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to August 31, (2) 2009 if such holders of a Series E Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series E Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J E Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series E Preferred Units to be considered "stock and securities" within the opinion meaning of section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series E Preferred Units is an "investment company" under section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 9.0% Series J C Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series C Preferred Stock") at an exchange rate of one share of Series J C Preferred Share from the General Partner Stock for one Series J C Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J C Preferred Units for Series J C Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series C Preferred Units of (A) notice from the holders of 51% General Partner that the General Partner or a subsidiary of the Series J Preferred Units conclude (in the reasonable judgment General Partner has become aware of such holders) facts that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy cause the income tests Partnership to become a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Section 856 Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the Code for the year in which such determination is made or (2) immediate future will not be or likely will not satisfy be, a PTP. In addition, the asset tests Series C Preferred Units may be exchanged for Series C Preferred Stock, in whole or in part, at the option of Section 856 any holder prior to the tenth anniversary of the Code as issuance date and after the third anniversary thereof if such holder of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series C Preferred Units shall deliver to the General Partner an opinion of either (i) a nationally recognized independent counsel private ruling letter addressed to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J C Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.or

Right to Exchange. (i) Series J C Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 24, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J C Preferred Units, for authorized but previously unissued Series J C Preferred Shares at an exchange rate of one Series J C Preferred Share from the General Partner AMB for one Series J C Preferred Unit, subject to adjustment as described below (the "Series C Exchange Price"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J C Preferred Units for Series J C Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series C Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J C Preferred Units conclude (in the reasonable judgment after November 24, 2001 and prior to November 24, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series C Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J C Preferred Units at such earlier time would fail not cause the Series C Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J C Preferred Units, if the holders of Series C Contributors holding 51% of all outstanding Series J C Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.whole

Right to Exchange. (i) Series J I Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September March 21, 2011, at the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units, for authorized but previously unissued Series J I Preferred Shares at an exchange rate of one Series J I Preferred Share from the General Partner AMB for one Series J I Preferred Unit, subject to adjustment as described below (the "Series I Exchange Price"), ; provided that the Series J I Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units for Series J I Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J I Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J I Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series I Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series I Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries I Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J I Preferred Units so determine, may be exchanged for Series I Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J I Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after March 21, 2004 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to March 21, (2) 2011 if such holders of a Series I Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series I Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J I Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series I Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series I Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J E Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series J E Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series E Preferred Stock") at an exchange rate of one share of Series J E Preferred Share from the General Partner Stock for one Series J E Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J E Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J E Preferred Units for Series J E Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series E Preferred Units of (A) notice from the holders of 51% General Partner that the General Partner or a subsidiary of the Series J Preferred Units conclude (in the reasonable judgment General Partner has become aware of such holders) facts that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy cause the income tests Partnership to become a PTP upon the occurrence of Section 856 a defined event in the immediate future and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series E Preferred Units, that the Code for Partnership is or likely is, or upon the year occurrence of a defined event in which such determination is made or (2) the immediate future will not be or likely will not satisfy be, a PTP. In addition, the asset tests Series E Preferred Units may be exchanged for Series E Preferred Stock, in whole or in part, at the option of Section 856 any holder prior to the tenth anniversary of the Code as issuance date and after the third anniversary thereof if such holder of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series E Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series E Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J E Preferred Units at such earlier time would fail not cause the Series E Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentencethe Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries E Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J E Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J E Preferred Shares at any time after the date hereof, if both (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of such the holder) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2) such holders deliver the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and of the total profits or capital interests in the Partnership (3determined in accordance with Treasury Regulations Section 1.731(e)(4)) for a taxable year. In addition, Series E Preferred Units, if the General Partner agrees with holder thereof so determines, may be exchanged in whole or in part for Series E Preferred Stock at any time after the conclusions referred to in clauses date hereof, if (1) the holder concludes (in the reasonable judgment of the holder) that it is imminent that less than 90% of the gross income of the Partnership for any taxable year will or likely will constitute "qualifying income" within the meaning of Section 7704(d) of the Code and (2) the holder delivers to the General Partner an opinion of this sentence, such agreement not nationally recognized independent counsel to be unreasonably withheld; provided, however, the effect that if, as a result it is imminent that less than 90% of such conclusion, such holders' interest in the gross income of the Partnership is reduced pursuant to for a taxable year will or likely will constitute "qualifying income" within the last sentence meaning of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion 7704(d) of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentenceCode.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 211, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units, for authorized but previously unissued Series J H Preferred Shares at an exchange rate of one Series J H Preferred Share from the General Partner AMB for one Series J H Preferred Unit, subject to adjustment as described below (the "Series H Exchange Price"), ; provided that the Series J H Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series H Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series H Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries H Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J H Preferred Units so determine, may be exchanged for Series H Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J H Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after September 1, 2003 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to September 1, (2) 2010 if such holders of a Series H Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series H Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J H Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series H Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series H Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21May 5, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units, for authorized but previously unissued Series J D Preferred Shares at an exchange rate of one Series J D Preferred Share from the General Partner AMB for one Series J D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"), ; provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series D Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries D Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J D Preferred Units so determine, may be exchanged for Series D Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J D Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after May 5, 2002 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to May 5, (2) 2009 if such holders of a Series D Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J D Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series D Preferred Units to be considered "stock and securities" within the opinion meaning of section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series D Preferred Units is an "investment company" under section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 12, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued Series J B Preferred Shares at an exchange rate of one REIT Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J B Preferred Units conclude (in the reasonable judgment after November 12, 2001 and prior to November 12, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J B Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for Series J B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series B Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.result

Right to Exchange. (i) 1. Series J A Preferred Units will be exchangeable with the General Partner in whole but not in part unless expressly otherwise provided herein at anytime any time on or after September 21November 1, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units, for authorized but previously unissued shares of Series J A Preferred Shares Stock at an exchange rate of one share of Series J A Preferred Share Stock from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price")below, provided that the Series J A Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units for Series J A Preferred Shares Stock if (xa) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series A Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (b) upon receipt by a holder or holders of Series A Preferred Units of (y) notice from the General Partner that the General Partner or a subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Internal Revenue Code (the "Code") and (z) an opinion rendered by counsel familiar with such matters addressed to a holder or holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for Series A Preferred Stock, in whole but not in part unless expressly otherwise provided herein, at any time (A) the holders option of 51% of the holders of all outstanding Series J A Preferred Units conclude (in the reasonable judgment after November 1, 2001 and prior to November 1, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series A Preferred Units shall deliver to the General Partner either (c) a private letter ruling addressed to such holder of Series A Preferred Units or (d) an opinion of counsel based on the enactment of temporary or final Treasury Regulations or the publication of a nationally recognized independent counsel Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) that such failure would create a meaningful risk that a holder exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries A Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J A Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for Series J A Preferred Shares Stock if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than exceed the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v) hereof (A) in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.95% Series J B Cumulative Redeemable Perpetual Preferred Shares Stock of the Company ("Series B Preferred Stock") at an exchange rate of one share of Series J B Preferred Share from the General Partner Stock for one Series J B Preferred Unit, subject to adjustment as described below (the "Series B Exchange Price"), provided that the Series J Preferred Units will become exchangeable (B) at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, consecutive (provided that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or), or (yz) at any time (A) the upon receipt by a holder of or holders of 51% Series B Preferred Units of (1) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder of or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP, (C) in whole or in part, at the option of any holder of Series B Preferred Units prior to the tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series J B Preferred Units conclude (in shall deliver to the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, General Partner either (1) will a private ruling letter addressed to such Partner or (2) an opinion of independent counsel reasonably acceptable to the General Partner and based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not or likely will cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange were permitted at such earlier date, and (D) in whole but not in part (regardless of whether held by the New Partners) for Series B Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article IV of the Charter as supplemented by Section 7 of those certain Articles Supplementary designating the Series B Preferred Stock, executed by the Company as of April 29, 1999 (the "Series B Preferred Articles Supplementary"), taking into account exceptions thereto and the provisions of Section 9(a)(v) hereof) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not any holder of Series B Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel based upon information referred to in paragraph 4(f)(iii) of the Contribution Agreement or likely will information contained in the General Partner's publicly filed documents and which opinion is acceptable to the General Partner in its reasonable discretion to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J B Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21April 20, 20112008, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of Series J D Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series D Preferred Stock") at an exchange rate of one share of Series J D Preferred Share from the General Partner Stock for one Series J D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"), provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares Stock if (xy) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Series D Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series D Preferred Units of (A) notice from the General Partner that the General Partner or a subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (B) an opinion rendered by a nationally recognized counsel familiar with such matters addressed to a holder or holders of 51% Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of the Series J Preferred Units conclude (a defined event in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) immediate future will not be or likely will not satisfy be, a PTP. In addition, the income tests Series D Preferred Units may be exchanged for Series D Preferred Stock, in whole or in part, at the option any holder prior to April 20, 2008 and after April 20, 2001 if such holders of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series D Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Units or (ii) an opinion of counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a nationally recognized independent counsel Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J D Preferred Units at such earlier time would fail not cause the Series D Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries D Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J D Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J D Preferred Shares Stock, if both (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder concludes based on results or projected results that there exists (in the reasonable judgment of such the holder) an imminent and substantial risk that the such holder's interest in the Partnership represents or will represent more than the 19.5% Limitof the total profits or capital interests in the partnership for a taxable year, and (2) such holders deliver the holder thereof delivers to the General Partner Company an opinion of independent counsel a nationally recognized counsel, to the effect that there is a substantial risk that its such holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and of the total profits or capital interests in the Partnership (3) the General Partner agrees determined in accordance with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheldTreasury Regulations Section 1.731-2(e)(4)); provided, however, that if, as in no event shall such a result of risk be deemed to exist unless such conclusion, percentage exceeds 15% at such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetime.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after 110 September 211, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units, for authorized but previously unissued Series J H Preferred Shares at an exchange rate of one Series J H Preferred Share from the General Partner AMB for one Series J H Preferred Unit, subject to adjustment as described below (the "Series H Exchange Price"), ; provided that the Series J H Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series H Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series H Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries H Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J H Preferred Units so determine, may be exchanged for Series H Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J H Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after September 1, 2003 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to September 1, (2) 2010 if such holders of a Series H Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series H Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J H Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series H Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series H Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) The Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21July 28, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued REIT Series J B Preferred Shares at an exchange rate of one REIT Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Series B Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part part, unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for REIT Series J B Preferred Shares Shares, if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B 92 Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for REIT Series B Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J B Preferred Units conclude prior to July 28, 2009 and after July 28, 2002 if such holders of a Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the reasonable judgment effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries B Preferred Units is an "investment company" under section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part if it otherwise were taxable as any holder is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series B Articles Supplementary (as defined herein) (taking into account exceptions thereto and exemptions therefrom)) and if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year (disregarding the Price Family Ownership) after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as (disregarding the Price Family Ownership) for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J B Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 12, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued Series J B Preferred Shares at an exchange rate of one REIT Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J B Preferred Units conclude (in the reasonable judgment after November 12, 2001 and prior to November 12, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J B Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for Series J B 88 Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series B Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 17.7 hereof (which procedure shall be available to such holders Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J B Preferred Units originally issued acquired by the Partnership Contributor would in the opinion of the above-referenced counsel reduce the risk that such holders' Contributor's interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder Contributor not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders Contributor is made under this sentence.

Right to Exchange. (i) Series J Y Preferred Units will be exchangeable in whole but (and not in part unless expressly otherwise provided herein part) at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or a majority of the holders of 51% of all outstanding Series J Preferred Unitsthereof (acting as a whole), for authorized but previously unissued shares of 87/8% Series J Y Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series Y Preferred Stock") at an exchange rate of one share of Series J Y Preferred Share from the General Partner Stock for one Series J Y Preferred Unit, subject to adjustment as described below (the "Series Y Exchange Price"), ; provided that the Series J Y Preferred Units will become exchangeable at any time, in whole but (and not in part unless expressly otherwise provided hereinpart), at the option of a majority of the holders of 51% of all outstanding Series J Y Preferred Units (acting as a whole) for Series J Y Preferred Shares Stock if (x) if at any time full distributions shall not have been timely made on any Series J Y Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J Y Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series Y Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) upon receipt by a holder or holders of Series Y Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series Y Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be a PTP, or (z) the holders of the Series Y Preferred Units hold or will hold 20% or more of the profits and capital interests of the Partnership, provided further that, in the case of clause (z), the Series Y Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series Y Preferred Units to less than 20% of the capital and profits interests of the Partnership. In addition to and not in limitation of the foregoing, the Series Y Preferred Units may be exchanged for Series Y Preferred Stock, in whole (and not in part), at the option of the holders of a majority of the Series Y Preferred Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series Y Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series Y Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling in either case to the effect that an exchange of the Series Y Preferred Units at such earlier time would not cause the Series Y Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series Y Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. In addition to and not in limitation of the foregoing, the Series Y Preferred Units may be exchanged in whole (and not in part) (regardless of whether held by Xxxxxxx Xxxxx Xxxxxx Tax Advantaged Exchange Fund III, LLC ("Subscriber") at the option of the holders of a majority of the Series Y Preferred Units (acting as a whole) for Series Y Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account exceptions thereto) if at any time (Ai) the holders of 51% Partnership or the General Partner breach any of the Series J Preferred Units conclude (covenants set forth in the reasonable judgment Tax Representations Certificate delivered in connection with the Private Placement Purchase Agreement, dated as of such holdersJuly 12th, 2000, among Subscriber, the Partnership and the General Partner, (ii) the Partnership reasonably determines that the Partnership, if it otherwise were assets and income of the Partnership for a taxable as a real estate investment trust, either (1) will not or likely will year after 2000 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year Partnership were a real estate investment trust within the meaning of the Code, (iii) under the circumstances described in which such determination is made the penultimate sentence of Section 6(b), or (2iv) will not or likely will any holder of Series Y Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 2000, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as of for such taxable year if the end of Partnership were a real estate investment trust within the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 meaning of the Code, and that in the case of each of (Bii) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause and (A) of this sentenceiv), (C) such failure would create a meaningful risk that a holder of the Series J Y Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J G Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21August 29, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J G Preferred Units, for authorized but previously unissued Series J G Preferred Shares at an exchange rate of one Series J G Preferred Share from the General Partner AMB for one Series J G Preferred Unit, subject to adjustment as described below (the "Series G Exchange Price"), ; provided that the Series J G Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J G Preferred Units for Series J G Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J G Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J G Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series G Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series G Preferred Units of (A) notice from the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) 122 128 General Partner that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion or a Subsidiary of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with has taken the conclusions referred to position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries G Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J G Preferred Units so determine, may be exchanged for Series G Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J G Preferred Units after August 29, 2003 and prior to August 29, 2010 if such holders of a Series G Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series G Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that an exchange of the Series G Preferred Units at such earlier time would not cause the Series G Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series G Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. In addition, Series G Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series G Preferred Units for Series G Preferred Shares at an exchange rate of one Series G Preferred Share from AMB for one Series G Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holderholders) an imminent and substantial risk that the holder's such holders' interest in the Partnership represents or will represent more than 19.0% of the 19.5% Limittotal profits of or capital interests in the Partnership for a taxable year, (2ii) such holders deliver to the General Partner an opinion of independent counsel counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that its their interest in the Partnership does not or will not satisfy the 19.519.0% Limit limit and (3iii) the General Partner agrees with the conclusions referred to in clauses (1i) and (2ii) of this sentence, such agreement not to be unreasonably withheld; provided. Furthermore, howeverSeries G Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, that ifat the option of 51% of the holders of all outstanding Series G Preferred Units for Series G Preferred Shares at an exchange rate of one Series G Preferred Share from AMB for one Series G Preferred Unit if (i) the Series G Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, as a result from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of such conclusionthe Partnership's total assets, such holders' interest in for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is reduced pursuant to advised by independent counsel that, based on the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion assets and income of the procedure under this sentence Partnership for so long asa taxable year after 1999, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a substantial risk, and thereafter real estate investment trust within the meaning of the Code; or (B) the holder of the Series G Preferred Units shall be a permitted alternative deliver to the procedure pursuant General Partner an opinion of independent counsel reasonably acceptable to this sentence) or the General Partner to the effect that, based on the 123 129 assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that the holder of such holder not satisfying the 19.5% Limit otherwise is reduced below Series G Preferred Units would fail to maintain its qualification as a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencereal estate investment trust.

Right to Exchange. (i) Series J I Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September March 21, 2011, at the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units, for authorized but previously unissued Series J I Preferred Shares at an exchange rate of one Series J I Preferred Share from the General Partner AMB for one Series J I Preferred Unit, subject to adjustment as described below (the "Series I Exchange Price"), ; provided that the Series J I Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at 146 152 the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units for Series J I Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J I Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J I Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series I Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series I Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries I Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J I Preferred Units so determine, may be exchanged for Series I Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J I Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after March 21, 2004 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to March 21, (2) 2011 if such holders of a Series I Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series I Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J I Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series I Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series I Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J A Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21February 6, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that -------------- -------- the Series J A Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, -------- ------- that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the 77 applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series A Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J A Preferred Units conclude (in the reasonable judgment prior to February 6, 2008 and after February 6, 2001 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series A Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series A Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J A Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for REIT Series J A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of nationally recognized independent counsel counsel, to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 16.6 hereof (which procedure shall be available to such holders Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J A Preferred Units originally issued acquired by the Partnership Contributor would in the opinion of the above-referenced counsel reduce the risk that such holders' Contributor's interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder Contributor not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders Contributor is made under this sentence.

Right to Exchange. (i) Series J I Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September March 21, 2011, at the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units, for authorized but previously unissued Series J I Preferred Shares at an exchange rate of one Series J I Preferred Share from the General Partner AMB for one Series J I Preferred Unit, subject to adjustment as described below (the "Series I Exchange Price"), ; provided that the Series J I Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J I Preferred Units for Series J I Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J I Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J I Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series I Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series I Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the 116 position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries I Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J I Preferred Units so determine, may be exchanged for Series I Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J I Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after March 21, 2004 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to March 21, (2) 2011 if such holders of a Series I Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series I Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J I Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series I Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series I Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J A Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21February 6, 20112008, at the option of the holders of 51% of the Holders of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that -------------- -------- the Series J A Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of the Holders of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, -------- ------- that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a Holder or Holders of Series A Preferred Units of (A) notice from the holders General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series J A Preferred Units conclude (in the reasonable judgment prior to February 6, 2008 and after February 6, 2001 if such Holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series A Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series A Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the Holder of the Series A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such agreement not to be unreasonably withheldearlier date. Furthermore, the Series J A Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units A Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersthe Series A Contributor) for REIT Series J A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (1as defined herein), taking into account exceptions thereto) if at any time (i) the holders Partnership takes the position that assets and income of 51% the Partnership are such as would not permit the Partnership to satisfy the income and assets tests of all outstanding Section 856 of the Code if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any Holder of the Series J A Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders shall deliver to the General Partner Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that there is a substantial risk that its interest in the assets and income of the Partnership does are such as would not or will not permit the Partnership to satisfy the 19.5% Limit income and (3) assets tests of Section 856 of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in Code if the Partnership is reduced pursuant to were a real estate investment trust within the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion meaning of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentenceCode.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.30% Series J B Cumulative Redeemable Preferred Shares of the Trust (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series J B Preferred Share from the General Partner Shares for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange PriceEXCHANGE PRICE"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of the Series J Preferred Units conclude (a defined event in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) immediate future will not be or likely will not satisfy be, a PTP. In addition, the income tests Series B Preferred Units may be exchanged for Series B Preferred Stock, in whole or in part, at the option of Section 856 any holder prior to the tenth anniversary of the Code for issuance date and after the year in which third anniversary thereof if such determination is made or (2) will not or likely will not satisfy the asset tests holder of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J B Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J B Preferred Shares at any time after the date hereof, if both (1) the holders of 51% of all outstanding Series J Preferred Units conclude holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of such the holder) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2) such holders deliver the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and (3) of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest total profits or capital interests in the Partnership is reduced pursuant to the last sentence of (determined in accordance with Treasury Regulations Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence 1.731-2(e)(4)) for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J X Preferred Units will be exchangeable in whole but (and not in part unless expressly otherwise provided herein part) at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or a majority of the holders of 51% of all outstanding Series J Preferred Unitsthereof (acting as a whole), for authorized but previously unissued shares of 8 7/8% Series J X Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series X Preferred Stock") at an exchange rate of one share of Series J X Preferred Share from the General Partner Stock for one Series J X Preferred Unit, subject to adjustment as described below (the "Series X Exchange Price"), ; provided that the Series J X Preferred Units will become exchangeable at any time, in whole but (and not in part unless expressly otherwise provided hereinpart), at the option of a majority of the holders of 51% of all outstanding Series J X Preferred Units (acting as a whole) for Series J X Preferred Shares Stock if (x) if at any time full distributions shall not have been timely made on any Series J X Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J X Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series X Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) upon receipt by a holder or holders of Series X Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series X Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be a PTP, or (z) the holders of the Series X Preferred Units hold or will hold 20% or more of the profits and capital interests of the Partnership, provided further that, in the case of clause (z), the Series X Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series X Preferred Units to less than 20% of the capital and profits interests of the Partnership. In addition to and not in limitation of the foregoing, the Series X Preferred Units may be exchanged for Series X Preferred Stock, in whole (and not in part), at the option of the holders of a majority of the Series X Preferred Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series X Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series X Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling in either case to the effect that an exchange of the Series X Preferred Units at such earlier time would not cause the Series X Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series X Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. In addition to and not in limitation of the foregoing, the Series X Preferred Units may be exchanged in whole (and not in part) (regardless of whether held by Xxxxxxx Xxxxx Xxxxxx Tax Advantaged Exchange Fund II, LLC ("Subscriber") at the option of the holders of a majority of the Series X Preferred Units (acting as a whole) for Series X Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account exceptions thereto) if at any time (Ai) the holders of 51% Partnership or the General Partner breach any of the Series J Preferred Units conclude (covenants set forth in the reasonable judgment Tax Representations Certificate delivered in connection with the Private Placement Purchase Agreement, dated as of such holdersSeptember 7, 1999, among Subscriber, the Partnership and the General Partner, (ii) the Partnership reasonably determines that the Partnership, if it otherwise were assets and income of the Partnership for a taxable as a real estate investment trust, either (1) will not or likely will year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year Partnership were a real estate investment trust within the meaning of the Code, (iii) under the circumstances described in which such determination is made the penultimate sentence of Section 6(b), or (2iv) will not or likely will any holder of Series X Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as of for such taxable year if the end of Partnership were a real estate investment trust within the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 meaning of the Code, and that in the case of each of (Bii) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause and (A) of this sentenceiv), (C) such failure would create a meaningful risk that a holder of the Series J X Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 12, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued Series J B Preferred Shares at an exchange rate of one Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for Series J B Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there 84 92 shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J B Preferred Units conclude (in the reasonable judgment after November 12, 2001 and prior to November 12, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series B Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J B Preferred Units at such earlier time would fail not cause the Series B Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J B Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for Series J B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series B Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% LimitLimit for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 17.7 hereof (which procedure shall be available to such holders Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J B Preferred Units originally issued acquired by the Partnership Contributor would in the opinion of the above-referenced counsel reduce the risk that such holders' Contributor's interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder Contributor not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders Contributor is made under this sentence.

Right to Exchange. (i) Series J E Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21August 31, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units, for authorized but previously unissued Series J E Preferred Shares at an exchange rate of one Series J E Preferred Share from the General Partner AMB for one Series J E Preferred Unit, subject to adjustment as described below (the "Series E Exchange Price"), ; provided that the Series J E Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J E Preferred Units for Series J E Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series E Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series E Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries E Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J E Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.Series

Right to Exchange. (i) All, but not less than all, of the Series J N Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or upon the affirmative vote of the holders of 51% a majority of all the outstanding Series J N Preferred Units, for authorized but previously unissued shares of 7 1/8% Series J N Cumulative Redeemable Preferred Shares Stock of the General Partner (the “Series N Preferred Stock”) at an exchange rate of one share of Series J N Preferred Share from the General Partner Stock for one Series J N Preferred Unit, subject to adjustment as described below (the "“Series N Exchange Price"”), ; provided that all, but not less than all, of the Series J N Preferred Units will become exchangeable for Series N Preferred Stock at any time, in whole but not in part unless expressly otherwise provided herein, at time upon the option affirmative vote of the holders of 51% a majority of all the outstanding Series J N Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J N Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J N Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series N Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A1) the holders a holder of 51% of the Series J N Preferred Units conclude concludes (in the reasonable judgment of such holdersthe holder) that it is imminent that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) Partnership will not or likely will not satisfy the income and asset tests of Section 856 of the Internal Revenue Code of 1986, as amended (the “Code“), for a taxable year if the Partnership were a real estate investment trust within the meaning of the Code, (2) such holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that it is imminent that the Partnership will not or likely will not satisfy the income and asset tests of Section 856 of the Code for a taxable year if the year in which such determination is made or (2) will not or likely will not satisfy Partnership were a real estate investment trust within the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 meaning of the Code, and (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C3) such failure would create a meaningful risk that a holder of the Series J N Preferred Units would fail to maintain its qualification as a real estate investment trust trust. In addition to and (D) not in limitation of the General Partner agrees with the conclusions referred to in clauses (A) and (B) foregoing, all, but not less than all, of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J N Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holdersGSEP 2005 Realty Corp. (“Contributor”)) for Series J Preferred Shares if (1) upon the affirmative vote of the holders of 51% a majority of all the outstanding Series J N Preferred Units for Series N Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account exceptions thereto) if at any time (i) such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holderholders) an imminent and substantial risk that the holder's interest in the Partnership represents Series N Preferred Units represent or will represent more than the 19.5% Limitof the total profits of or capital interests in the Partnership for a taxable year, (2ii) such holders deliver to the General Partner an opinion of nationally recognized independent counsel counsel, reasonably acceptable to the General Partner, to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit limit, and (3iii) the General Partner agrees with the conclusions referred to in clauses (1i) and (2ii) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 211, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units, for authorized but previously unissued Series J H Preferred Shares at an exchange rate of one Series J H Preferred Share from the General Partner AMB for one Series J H Preferred Unit, subject to adjustment as described below (the "Series H Exchange Price"), ; provided that the Series J H Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series H Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series H Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries H Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J H Preferred Units so determine, may be exchanged for Series H Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J H Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after September 1, 2003 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to September 1, (2) 2010 if such holders of a Series H Preferred Units shall deliver to the General 132 138 Partner either (i) a private letter ruling addressed to such holder of Series H Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J H Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series H Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series H Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of the Holders of all outstanding Series J D Preferred Units, for authorized but previously unissued REIT Series J D Preferred Shares at an exchange rate of one REIT Series J D Preferred Share Shares from the General Partner for one Series J D Preferred Unit, subject to adjustment as described below (the "“Series D Exchange Price"”), provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of the Holders of all outstanding Series J D Preferred Units for REIT Series J D Preferred Shares if (x) if at any time full distributions shall not have been timely made on any Series J D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (y) upon receipt by a Holder or Holders of Series D Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series D Preferred Units may be exchanged for REIT Series D Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at any time (A) the holders option of 51% of the Holders of all outstanding Series J D Preferred Units conclude prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary of the issuance date thereof if such Holder of a Series D Preferred Unit shall deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the reasonable judgment effect that an exchange of the Series D Preferred Units at such earlier time would not cause the Series D Preferred Units to be considered “stock and securities” within the meaning of Section 351(e) of the Code for purposes of determining whether the Holder of such holdersSeries D Preferred Units is an “investment company” under section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable the Series D Contributor holding 51% of all outstanding Series D Preferred Units so determines, all outstanding Series D Preferred Units held by all Holders (regardless of whether held by the Series D Contributor) shall be exchanged in whole but not in part for REIT Series D Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series D Articles Supplementary (as defined herein), taking into account exceptions thereto) if either (A) any Holder thereof is a real estate investment trust, either trust within the meaning of Sections 856 through 859 of the Code and (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such Holder of Series D Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder Holder of the Series J D Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and trust, or (B) any Holder of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J D Preferred Units so determineis an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, may be exchanged in whole but not in part and both (regardless of whether held by one or more holdersI) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude such Holder concludes based on results or projected results that there exists (in the reasonable judgment of such holderthe Holder) an imminent and substantial risk that the holder's Holder’s interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2II) such holders deliver the Holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the Holder’s interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and (3) of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest total profits or capital interests in the Partnership is reduced pursuant to the last sentence of (determined in accordance with Treasury Regulations Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence 1.731-2(e)(4)) for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J B Preferred Units will be exchangeable in whole but (and not in part unless expressly otherwise provided herein part) at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or a majority of the holders of 51% of all outstanding Series J Preferred Unitsthereof (acting as a whole), for authorized but previously unissued shares of 8-7/8% Series J B Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series B Preferred Stock") at an exchange rate of one share of Series J B Preferred Share from the General Partner Stock for one Series J B Preferred Unit, subject to adjustment as described below (the "Series B Exchange Price"), ; provided that the Series J B Preferred Units will become exchangeable at any time, in whole but (and not in part unless expressly otherwise provided hereinpart), at the option of a majority of the holders of 51% of all outstanding Series J B Preferred Units (acting as a whole) for Series J B Preferred Shares Stock if (x) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time upon receipt by a holder or holders of Series B Preferred Units of (A1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP, or (z) the holders of 51the Series B Preferred Units hold or will hold 20% or more of the profits and capital interests of the Partnership, provided further that, in the case of clause (z), the Series B Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series B Preferred Units to less than 20% of the capital and profits interests of the Partnership. In addition to and not in limitation of the foregoing, the Series J B Preferred Units conclude may be exchanged for Series B Preferred Stock, in whole (and not in part), at the reasonable judgment option of the holders of a majority of the Series B Preferred Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series B Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such holdersSeries B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. In addition to and not in limitation of the foregoing, the Series B Preferred Units may be exchanged in whole (and not in part) (regardless of whether held by Contributor) at the option of the holders of a majority of the Series B Preferred Units (acting as a whole) for Series B Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account exceptions thereto) if at any time, (i) the Partnership or the General Partner breach any of the covenants set forth in Paragraphs 4(d) through (h) of the Contribution Agreement, dated as of April 23, 1999, among SSB Tax Advantaged Exchange Fund I, LLC ("Contributor"), the Partnership and the General Partner, (ii) the Partnership reasonably determines that the Partnership, if it otherwise were assets and income of the Partnership for a taxable as a real estate investment trust, either (1) will not or likely will year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year Partnership were a real estate investment trust within the meaning of the Code, (iii) under the circumstances described in which such determination is made the penultimate sentence of Section 6(b), or (2iv) will not or likely will any holder of Series B Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as of for such taxable year if the end of Partnership were a real estate investment trust within the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 meaning of the Code, and that in the case of each of (Bii) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause and (A) of this sentenceiv), (C) such failure would create a meaningful risk that a holder of the Series J B Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (iA) Series J A Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.125% Series J A Cumulative Redeemable Preferred Shares Stock of Regency (the "Series A Preferred Stock") at an exchange rate of one share of Series J A Preferred Share from the General Partner Stock for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J A Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J A Preferred Units for Series J A Preferred Shares Stock if (xI) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade or (II) upon receipt by a holder or holders of Series A Preferred Units of (a) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (yb) at any time (A) the an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of 51% Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of the Series J Preferred Units conclude (a defined event in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) immediate future will not be or likely will not satisfy be, a PTP. In addition, the income tests Series A Preferred Units may be exchanged for Series A Preferred Stock, in whole or in part, at the option of Section 856 any holder prior to the tenth anniversary of the Code for issuance date and after the year in which third anniversary thereof if such determination is made or (2) will not or likely will not satisfy the asset tests holder of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders a Series A Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series A Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries A Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J A Preferred Units so determine, may be exchanged in whole but not or in part (regardless of whether held by one or more holders) for Series J A Preferred Shares Stock at any time after the date hereof, if both (1x) the holders of 51% of all outstanding Series J Preferred Units conclude holder thereof concludes based on results or projected results that there exists (in the reasonable judgment judgement of such the holder) an imminent and substantial risk that the holder's interest in the Partnership represents does or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership (determined in accordance with Regulations Section 1.731-2(e)(4)) for a taxable year, and (2y) such holders deliver the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a an imminent and substantial risk that its the holder's interest in the Partnership does not or will not satisfy the represent more than 19.5% Limit and (3) of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest total profits or capital interests in the Partnership is reduced pursuant to the last sentence of (determined in accordance with Regulations Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence 1.731-2(e)(4)) for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetaxable year.

Right to Exchange. (i) Series J D Preferred Units will shall be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after September 21, 2011the tenth anniversary of the date hereof, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of Series J D Preferred Shares Stock at an exchange rate of one share of Series J D Preferred Share from the General Partner Stock for one Series J D Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J D Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of the holders of 51% of all outstanding Series J D Preferred Units for Series J D Preferred Shares Stock if (xA) if at any time full distributions shall not have been timely made on the applicable Preferred Unit Distribution Payment Date on any Series J D Preferred Unit with respect to six (6) 6 prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two Business Days after the applicable Preferred Unit Distribution Payment Date, or (yB) upon receipt by a holder or holders of Series D Preferred Units of (I) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (II) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series D Preferred Units may be exchanged for Series D Preferred Stock, in whole or in part, at the option of any time holder prior to the tenth anniversary of the issuance date and after the third anniversary thereof if such holder of a Series D Preferred Units shall deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series D Preferred Units or (B) an opinion of independent counsel reasonably acceptable to the holders General Partner based on the enactment of 51% temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series J D Preferred Units conclude (in at such earlier time would not cause the reasonable judgment Series D Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries D Preferred Units is an "investment company" under Section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, if it otherwise were taxable as the Series D Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series D Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Seventh of the Charter of the General Partner (taking into account exceptions thereto)) if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series D Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J D Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 211, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units, for authorized but previously unissued Series J H Preferred Shares at an exchange rate of one Series J H Preferred Share from the General Partner AMB for one Series J H Preferred Unit, subject to adjustment as described below (the "Series H Exchange Price"), ; provided that the Series J H Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series H Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series H Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries H Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J H Preferred Units so determine, may be exchanged for Series H Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J H Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after September 1, 2003 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to September 1, (2) 2010 if such holders of a Series H Preferred Units shall deliver to the General Partner an opinion of independent counsel to the effect that there is either (i) a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available private letter ruling addressed to such holders to the exclusion holder of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J H Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.105

Right to Exchange. (i) Series J C Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 24, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J C Preferred Units, for authorized but previously unissued Series J C Preferred Shares at an exchange rate of one Series J C Preferred Share from the General Partner AMB for one Series J C Preferred Unit, subject to adjustment as described below (the "Series C Exchange Price"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J C Preferred Units for Series J C Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series C Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J C Preferred Units conclude (in the reasonable judgment after November 24, 2001 and prior to November 24, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series C Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J C Preferred Units at such earlier time would fail not cause the Series C Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of Section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries C Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J C Preferred Units, if the holders of Series C Contributors holding 51% of all outstanding Series J C Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holdersSeries C Contributors) for Series J C Preferred Shares (but only if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole may be accomplished consistently with the ownership limitations set forth under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.the Series C Articles Supplementary (as defined herein), taking into

Right to Exchange. (i) The Series J B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime any time on or after September 217, 20112009, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units, for authorized but previously unissued REIT Series J B Preferred Shares at an exchange rate of one REIT Series J B Preferred Share from the General Partner for one Series J B Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J B Preferred Units will become exchangeable at any time, in whole but not in part part, unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J B Preferred Units for REIT Series J B Preferred Shares Shares, if (xy) if at any time full distributions shall not have been timely made on any Series J B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series B Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued rendered by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.outside nationally recognized

Right to Exchange. (iviii) The Series J A Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21March 4, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J A Preferred Units will become exchangeable at any time, in whole but not in part part, unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares Shares, if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series A Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J A Preferred Units conclude prior to March 4, 2008 and after March 4, 2001 if such holders of a Series A Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series A Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the reasonable judgment effect that an exchange of the Series A Preferred Units at such earlier time would not cause the Series A Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such holdersSeries A Preferred Units is an "investment company" under section 721(b) that of the PartnershipCode if an exchange is permitted at such earlier date. Furthermore, the Series A Preferred Units may be exchanged in whole but not in part if it otherwise were taxable as any holder is a real estate investment trusttrust within the meaning of Sections 856 through 859 of the Code for Series A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (as defined herein) (taking into account exceptions thereto and exemptions therefrom)) and if at any time, either (1i) will not or likely will the Partnership reasonably determines that the assets and income of the Partnership for a taxable year (disregarding the Price Family Ownership) after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the year in which such determination is made Partnership were a real estate investment trust within the meaning of the Code or (2ii) will not or likely will any such holder of Series A Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the asset income and assets tests of Section 856 of the Code as (disregarding the Price Family Ownership) for such taxable year if the Partnership were a real estate investment trust within the meaning of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) Code and that such failure would create a meaningful risk that a holder of the Series J A Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencetrust.

Right to Exchange. (i) The Series J A Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21March 4, 20112008, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that -------- ----- the Series J A Preferred Units will become exchangeable at any time, in whole but not in part part, unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares Shares, if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series A Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J A Preferred Units conclude (in the reasonable judgment prior to March 4, 2008 and after March 4, 2001 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series A Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series A Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J A Preferred Units at such earlier time would fail not cause the Series A Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J A Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units Contributor so determinedetermines, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributor) for REIT Series J A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (as defined herein), taking into account exceptions thereto) if (1) the holders of 51% of all outstanding Series J Preferred Units conclude Contributor concludes based on results or projected results that there exists (in the reasonable judgment of such holderContributor) an imminent and substantial risk that the holderContributor's interest in the Partnership represents or will represent more than the 19.5% Limitof the total profits or capital interests in the Partnership for a taxable year, (2) such holders deliver Contributor delivers to the General Partner an opinion of nationally recognized independent counsel counsel, to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 16.6 hereof (which procedure shall be available to such holders Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J A Preferred Units originally issued acquired by the Partnership Contributor would in the opinion of the above-referenced counsel reduce the risk that such holders' Contributor's interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder Contributor not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders Contributor is made under this sentence.

Right to Exchange. (i) Series J Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011, at the option of the holders of 51% of all outstanding Series J Preferred Units, for authorized but previously unissued Series J Preferred Shares at an exchange rate of one Series J Preferred Share from the General Partner for one Series J Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units 95 103 originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Series J C Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 24, 20112008, at the option of 65 70 51% of the holders of 51% of all outstanding Series J C Preferred Units, for authorized but previously unissued Series J C Preferred Shares at an exchange rate of one Series J C Preferred Share from the General Partner AMB for one Series J C Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J C Preferred Units for Series J C Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series C Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series J C Preferred Units conclude (in the reasonable judgment after November 24, 2001 and prior to November 24, 2008 if such holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series C Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J C Preferred Units at such earlier time would fail not cause the Series C Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the holder of such agreement not to be unreasonably withheldSeries C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J C Preferred Units, if the holders of Contributors holding 51% of all outstanding Series J C Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holdersContributors) for Series J C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series C Articles Supplementary (1as defined herein), taking into account exceptions thereto) if at any time, excluding the effect of the "Loan" (as defined below) for purposes of the 5% test of Section 856(c)(4)(B) of the Code, (i) the holders Partnership reasonably determines that the assets and income of 51% the Partnership for a taxable year after 1998 would not satisfy the income and assets tests of all outstanding Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any holder of Series J C Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders shall deliver to the General Partner Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that there is a substantial risk that its interest in that, based on the assets and income of the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentencefor a taxable year after 1998, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful 66 71 risk that a holder of the Series C Preferred Units would fail to less than maintain qualification as a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencereal estate investment trust.

Right to Exchange. (i) Series J A Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011the tenth anniversary of the date of issuance, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units, for authorized but previously unissued REIT Series J A Preferred Shares at an exchange rate of one REIT Series J A Preferred Share from the General Partner for one Series J A Preferred Unit, subject to adjustment as described below (the "Exchange -------- Price"), provided that the Series J A Preferred Units will become exchangeable at ----- any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J A Preferred Units for REIT Series J A Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series A Preferred Units of (A) notice from the holders of 51% General Partner that the General Partner or a Subsidiary of the Series J Preferred Units conclude (General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the reasonable judgment of such holders) that the Partnershipimmediate future will be, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, PTP and (B) the holders deliver to the General Partner an opinion of a rendered by outside nationally recognized independent counsel familiar with such matters addressed to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder or holders of Series A Preferred Units, that the Series J Preferred Units would fail to maintain its qualification as Partnership is or likely is, or upon the occurrence of a real estate investment trust and (D) defined event in the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentenceimmediate future will be or likely will be, such agreement not to be unreasonably withhelda PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J A Preferred Units so determine, may be exchanged for REIT Series A Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J A Preferred Units conclude based on results or projected results that there exists (in prior to the reasonable judgment tenth anniversary of such holder) an imminent the issuance date and substantial risk that after the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) third anniversary thereof if such holders of a Series A Preferred Units shall deliver to the General Partner either (i) a private ruling letter addressed to such holder of Series A Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J A Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series A Preferred Units to be considered "stock and securities" within the opinion meaning of section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series A Preferred Units is an "investment company" under section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J H Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 211, 20112010, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units, for authorized but previously unissued Series J H Preferred Shares at an exchange rate of one Series J H Preferred Share from the General Partner AMB for one Series J H Preferred Unit, subject to adjustment as described below (the "Series H Exchange Price"), ; provided that the Series J H Preferred Units 108 will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J H Preferred Units for Series J H Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J H Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J H Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series H Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series H Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries H Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J H Preferred Units so determine, may be exchanged for Series H Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J H Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent after September 1, 2003 and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limitprior to September 1, (2) 2010 if such holders of a Series H Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series H Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer an exchange of the Series J H Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series H Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(e) of the above-referenced counsel reduce Code for purposes of determining whether the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk holder of such holder not satisfying Series H Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J C Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21November 24, 20112008, at the option of the holders of 51% of the Holders of all outstanding Series J C Preferred Units, for authorized but previously unissued REIT Series J C Preferred Shares at an exchange rate of one REIT Series J C Preferred Share from the General Partner for one Series J C Preferred Unit, subject to adjustment as described below (the "Series C Exchange Price"), ----------------------- provided that the Series J C Preferred Units will become exchangeable at any time, -------- in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of the Holders of all outstanding Series J C Preferred Units for REIT Series J C Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, -------- however, that a distribution in respect of Series J C Preferred Units shall be ------- considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a Holder or Holders of Series C Preferred Units of (A) notice from the holders General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series C Preferred Units may be exchanged for REIT Series C Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series J C Preferred Units conclude (in the reasonable judgment prior to November 24, 2008 and after November 24, 2001 if such Holders of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series C Preferred Units or (ii) an opinion of a nationally recognized independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder an exchange of the Series J C Preferred Units at such earlier time would fail not cause the Series C Preferred Units to maintain its qualification as a real estate investment trust be considered "stock and (D) securities" within the General Partner agrees with the conclusions referred to in clauses (A) and (Bmeaning of section 351(e) of this sentence, the Code for purposes of determining whether the Holder of such agreement not to be unreasonably withheldSeries C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series J C Preferred Units, if the holders of Series C Contributors holding 51% of all outstanding Series J C Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holdersSeries C Contributors) for REIT Series J C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series C Articles Supplementary (1as defined herein), taking into account exceptions thereto) if at any time (i) the holders Partnership takes the position that assets and income of 51% the Partnership are such as would not permit the Partnership to satisfy the income and assets tests of all outstanding Section 856 of the Code if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any Holder of the Series J C Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders shall deliver to the General Partner Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that there is a substantial risk that its interest in the assets and income of the Partnership does are such as would not or will not permit the Partnership to satisfy the 19.5% Limit income and (3) assets tests of Section 856 of the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in Code if the Partnership is reduced pursuant to were a real estate investment trust within the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion meaning of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentenceCode.

Right to Exchange. (i) All, but not less than all, of the Series J E Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or upon the affirmative vote of the holders of 51% a majority of all the outstanding Series J E Preferred Units, for authorized but previously unissued shares of 9 1/4% Series J E CumulatiVE Redeemable Preferred Shares Stock of the General Partner (the "Series E Preferred Stock") at an exchange rate of one share of Series J E Preferred Share from the General Partner Stock for one Series J E Preferred Unit, subject to adjustment as described below (the "Series E Exchange Price"), ; provided that all, but not less than all, of the Series J E Preferred Units will become exchangeable for Series E Preferred Stock at any time, in whole but not in part unless expressly otherwise provided herein, at time upon the option affirmative vote of the holders of 51% a majority of all the outstanding Series J E Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J E Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J E Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series E Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series E Preferred Units of (1) notice from the General Partner that the General Partner or the Partnership has become aware of facts that will or likely will cause the Partnership to become a PTP or takes the position that the Partnership is, or upon consummation of an identified event in the immediate future will be, a PTP, and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series E Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be a PTP, or (yz) at any time (A1) the holders a holder of 51% of the Series J E Preferred Units conclude concludes (in the reasonable judgment of such holdersthe holder) that it is imminent that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) Partnership will not or likely will not satisfy the income and asset tests of Section 856 of the Internal Revenue Code of 1986, as amended (the "CODE") for a taxable year if the Partnership were a real estate investment trust within the meaning of the Code, (2) such holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that it is imminent that the Partnership will not or likely will not satisfy the income and asset tests of Section 856 of the Code for a taxable year if the year in which such determination is made or (2) will not or likely will not satisfy Partnership were a real estate investment trust within the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 meaning of the Code, and (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C3) such failure would create a meaningful risk that a holder of the Series J E Preferred Units would fail to maintain its qualification as a real estate investment trust trust. In addition to and (D) not in limitation of the General Partner agrees with the conclusions referred to in clauses (A) and (B) foregoing, all, but not less than all, of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J E Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holdersGSEP 2001 Realty Corp. ("Contributor")) for Series J Preferred Shares if (1) upon the affirmative vote of the holders of 51% a majority of all the outstanding Series J E Preferred Units for Series E Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IV of the Charter of the General Partner, taking into account exceptions thereto) if at any time (i) such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holderholders) an imminent and substantial risk that the holder's interest in the Partnership represents Series E Preferred Units represent or will represent more than the 19.5% Limitof the total profits of or capital interests in the Partnership for a taxable year, (2ii) such holders deliver to the General Partner an opinion of nationally recognized independent counsel counsel, reasonably acceptable to the General Partner, to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit limit, and (3iii) the General Partner agrees with the conclusions referred to in clauses (1i) and (2ii) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

Right to Exchange. (i) Subject in all cases to the ownership limitations set forth in the Charter, Series J C Preferred Units will be he exchangeable in whole (but not in part unless expressly otherwise provided herein part) at anytime any time on or after September 21, 2011the tenth (10th) anniversary of the date of issuance, at the option of the holders of 51% of all outstanding Series J Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series J C Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES C PREFERRED STOCK") at an exchange rate of one share of Series J C Preferred Share from the General Partner Stock for one Series J C Preferred Unit, subject to adjustment as described below (the "Exchange PriceSERIES C EXCHANGE PRICE"), provided that the Series J C Preferred Units will become exchangeable at any time, in whole (but not in part unless expressly otherwise provided hereinpart), at the option of the holders of 51% of all outstanding Series J C Preferred Units for Series J C Preferred Shares Stock if (x) if at any time full distributions shall not have been timely made on any Series J C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive; PROVIDED, provided, howeverHOWEVER, that a distribution in respect of Series J C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series C Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time upon receipt by a holder or holders of Series C Preferred Units of (A1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP, or (z) the holders of 51the Series C Preferred Units determine and the General Partner confirms that such holders hold or will hold 20% or more of the profits and capital interests of the Partnership: PROVIDED, that (i) in the case of clause (z), the Series C Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series C Preferred Units to less than 20% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 profits and capital interests of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust Partnership and (Dii) the General Partner agrees with the conclusions referred to in clauses (A) if such notice and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to described in clauses (1) and (2) of this sentencerefers to a defined event, such agreement not to be unreasonably withheldthe Series C Preferred Units will become exchangeable only after the defined event occurs; provided, howeverPROVIDED FURTHER, that in the event any such exchange would result from application of clause (y)(2) above, no exchange will he available to the holders of Series C Preferred Units if, as a result within 15 Business Days of such conclusionthe date of delivery of the opinion referred to in clause (y)(2) above, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available General Partner delivers to such holders an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to the exclusion General Partner, that upon the occurrence of such defined event the Partnership will not or likely will not become a PTP. In addition to and not in limitation of the procedure under this sentence foregoing, but subject to the ownership limitations in the Charter, the Series C Preferred Units may be exchanged for so long asSeries C Preferred Stock, in whole (but not in part), at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third anniversary thereof if such holder of Series C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series C Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a cumulative basisRevenue Ruling, sales of 10% or fewer in either case to the effect that an exchange of the Series J C Preferred Units originally issued by at such earlier time would not cause the Partnership would in Series C Preferred Units to be considered "stock and securities" within the opinion meaning of Section 351(c) of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk Code for purposes of determining whether time holder of such holder not satisfying Series C Preferred Units is an "investment company" under Section 721(b) of the 19.5% Limit otherwise is reduced below a substantial risk, then Code if an exchange in whole under this sentence shall not be is permitted unless and until a change in facts occurs and a further determination by at such holders is made under this sentenceearlier date.

Right to Exchange. (i) Series J F Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21March 22, 2011104 109 2010, at the option of 51% of the holders of 51% of all outstanding Series J F Preferred Units, for authorized but previously unissued Series J F Preferred Shares at an exchange rate of one Series J F Preferred Share from the General Partner AMB for one Series J F Preferred Unit, subject to adjustment as described below (the "Series F Exchange Price"), ; provided that the Series J F Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of 51% of all outstanding Series J F Preferred Units for Series J F Preferred Shares if (xy) if at any time full distributions shall not have been timely made on any Series J F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series J F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) at any time upon receipt by a holder or holders of Series F Preferred Units of (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to notice from the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with or a Subsidiary of the conclusions referred to General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in clauses (A) the immediate future will be, a PTP and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of this sentenceSeries F Preferred Units, such agreement not to that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be unreasonably withheldor likely will be, a PTP. FurthermoreIn addition, the Series J Preferred Units, if the holders of 51% of all outstanding Series J F Preferred Units so determine, may be exchanged for Series F Preferred Shares, in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) unless expressly otherwise provided herein, at the holders option of 51% of the holders of all outstanding Series J F Preferred Units after March 22, 2003 and prior to March 22, 2010 if such holders of a Series F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series F Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS release, in either case to the effect that an exchange of the Series F Preferred Units at such earlier time would not cause the Series F Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series F Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. In addition, Series F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holderholders) an imminent and substantial risk that the holder's such holders' interest in the Partnership represents or will represent more than 19.0% of the 19.5% Limittotal profits of or capital interests in the Partnership for a taxable year, (2ii) such holders deliver to the General Partner an opinion of independent counsel counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that its their interest in the Partnership does not or will not satisfy the 19.519.0% Limit limit and (3iii) the General Partner agrees with the conclusions referred to in clauses (1i) and (2ii) of this sentence, such agreement not to be unreasonably withheld; provided. 105 110 Furthermore, howeverSeries F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, that ifat the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if (i) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, as a result from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of such conclusionthe Partnership's total assets, such holders' interest in for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is reduced pursuant to advised by independent counsel that, based on the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion assets and income of the procedure under this sentence Partnership for so long asa taxable year after 1998, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a substantial risk, and thereafter real estate investment trust within the meaning of the Code; or (B) the holder of the Series F Preferred Units shall be a permitted alternative deliver to the procedure pursuant General Partner an opinion of independent counsel reasonably acceptable to this sentence) or the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that the holder of such holder not satisfying the 19.5% Limit otherwise is reduced below Series F Preferred Units would fail to maintain its qualification as a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentencereal estate investment trust.