Common use of Right to Exchange Clause in Contracts

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009, at the option of 51% of the holders of all outstanding Series D Preferred Units, for authorized but previously unissued Series D Preferred Shares at an exchange rate of one Series D Preferred Share from AMB for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); provided that the Series 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 all outstanding Series D Preferred Units for Series D Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series 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 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 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 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 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 but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and prior to May 5, 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 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.

Right to Exchange. (i) The Series D A Preferred Units will be ----------------- exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D A Preferred Units, for authorized but previously unissued REIT Series D A Preferred Shares at an exchange rate of one REIT Series D A Preferred Share from AMB the General Partner for one Series D A Preferred Unit, subject to adjustment as described below (the "Series D Exchange -------- Price"); , provided that the Series D 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 all outstanding Series D A Preferred Units for REIT Series D A Preferred Shares Shares, if (y) at any time full distributions shall not have been timely made on any Series D 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 D A 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 or (z) upon receipt by a holder or holders of Series D 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 D 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 D A Preferred Units may be exchanged for REIT Series D 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 D A Preferred Units after May 5, 2002 and prior to May 5, 2009 the tenth anniversary of the issuance date and after the third anniversary thereof if such holders of a Series D A Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D A 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 releaseRuling, in either case to the effect that an exchange of the Series D A Preferred Units at such earlier time would not cause the Series D A Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D A Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series A Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for REIT 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, taking into account exceptions thereto) if Contributor concludes, based on the advice of nationally recognized independent counsel, that there is a substantial risk that its interest in the Partnership will not satisfy the 19.5% Limit and the General Partner agrees with such conclusion, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 16.6 hereof (which procedure shall be available to 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 A Preferred Units originally acquired by Contributor would in the opinion of the above-referenced counsel reduce the risk that 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 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 Contributor is made under this sentence.

Right to Exchange. (iA) Series 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 May 5October 1, 2009, at the option of 51% of the holders of all outstanding thereof, for Series D Preferred Units, for authorized but previously unissued Series D Preferred Shares Exchanged Units at an exchange rate of one Series D Preferred Share from AMB Exchanged Unit for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series 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 51% of the holders of all outstanding Series D Preferred Units for Series D Preferred Shares Exchanged Units if (y1) at any time full distributions shall not have been timely made on the applicable Preferred Unit Distribution Payment Date on any Series 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 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 more than two Business Days after the applicable Preferred Unit Distribution Payment Date, or (z2) upon receipt by a holder or holders of Series D Preferred Units of (AI) 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 occurrence of an identified a defined event in the immediate future will be, a PTP and (BII) 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 SharesExchanged Units, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders suh holder of a Series D Preferred Units shall deliver to the General Partner either (ia) a private letter ruling addressed to such holder of Series D Preferred Units or (iib) 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 releaseRuling, 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 Equity Securities of the General Partner (but only if the exchange in whole may be accomplished consistently with the Ownership Limitation of the General Partner, 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) 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 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 a holder of the Series D Prefered Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (iA) Series D C 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 May 527, 2009, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued Series D Preferred Shares C Exchanged Units at an exchange rate of one Series D Preferred Share from AMB C Exchanged Unit for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D C Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D Preferred Shares C Exchanged Units if (y1) at any time full distributions shall not have been timely made be in arrears on any Series D 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 D Preferred Units shall be considered timely made if made within two or (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 or (z) upon receipt by a holder or holders of Series D C Preferred Units of (AI) 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 occurrence of an identified a defined event in the immediate future will be, a PTP and (BII) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters matters, addressed to a holder or holders of Series D 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 D C Preferred Units may be exchanged for Series D Preferred SharesC Exchanged Units, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (iA) a private ruling letter ruling addressed to such holder of Series D C Preferred Units or (iiB) 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be tobe considered "stock and securities" within the meaning of Section 351(e) of the Code Code, for purposes of determining whether the holder of such Series D 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 C Preferred Units may be exchanged in whole or in part for Series C Exchanged Units at any time after the date hereof, if both (AA) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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 (BB) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D F Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5March 22, 20092010, at the option of 51% of the holders of all outstanding Series D F Preferred Units, for authorized but previously unissued Series D F Preferred Shares at an exchange rate of one Series D F Preferred Share from AMB for one Series D F Preferred Unit, subject to adjustment as described below (the "Series D F Exchange Price"); provided that the Series D 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 all outstanding Series D F Preferred Units for Series D F Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 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 D 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 D F Preferred Units may be exchanged for Series D F 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 D F Preferred Units after May 5March 22, 2002 2003 and prior to May 5March 22, 2009 2010 if such holders of a Series D F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 D F Preferred Units at such earlier time would not cause the Series D 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 D 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 holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit 97 and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, 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) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1998, 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; or (B) the holder of the Series F Preferred Units shall deliver to 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 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 the Series F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series D B Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v), (A) in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after May 5, 2009the tenth (10/th/) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.875% Series D B Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES B PREFERRED STOCK") at an exchange rate of one share of Series D B Preferred Share from AMB Stock for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES B EXCHANGE PRICE"); provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D A Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D Preferred Units may be exchanged for Series D Preferred Shares, ; (C) in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for purposes of determining whether the holder of such Series D B Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date; and (D) in whole but not in part (regardless of whether held by Contributors) 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 IX of the Charter of the General Partner as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series B Preferred Stock (the "SERIES B ARTICLES"), taking into account exceptions thereto and the provisions of Section 9(a)(v) below) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) any holder of Series B Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel based upon information referred to in paragraph 4(f)(iii) of the Contribution Agreements or information contained in the Company publicly filed documents and which is acceptable to the Company 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 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D C 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 May 5, 2009the tenth anniversary of the date hereof, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of Series D C Preferred Shares Stock at an exchange rate of one share of Series D C Preferred Share from AMB Stock for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares Stock if (yA) at any time full distributions shall not have been timely made be in arrears on any Series D 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 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 or (zB) upon receipt by a holder or holders of Series D C Preferred Units of (AI) 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 occurrence of an identified a defined event in the immediate future will be, a PTP and (BII) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters matters, addressed to a holder or holders of Series D 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 D C Preferred Units may be exchanged for Series D C Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (iA) a private ruling letter ruling addressed to such holder of Series D C Preferred Units or (iiB) 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code Code, for purposes of determining whether the holder of such Series D 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 C Preferred Units may be exchanged in whole or in part for Series C Preferred Stock at any time after the date hereof, if both (A) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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 (B) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D G Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5August 29, 20092010, at the option of 51% of the holders of all outstanding Series D G Preferred Units, for authorized but previously unissued Series D G Preferred Shares at an exchange rate of one Series D G Preferred Share from AMB for one Series D G Preferred Unit, subject to adjustment as described below (the "Series D G Exchange Price"); provided that the Series D 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 all outstanding Series D G Preferred Units for Series D G Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D G Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D G 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 D G 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 G Preferred Units may be exchanged for Series D G 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 D G Preferred Units after May 5August 29, 2002 2003 and prior to May 5August 29, 2009 2010 if such holders of a Series D G Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 D G Preferred Units at such earlier time would not cause the Series D 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 D G Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. 106 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 holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, 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) the Series G Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel 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; or (B) the holder of the Series G Preferred Units shall deliver to 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 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 the Series G Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series D B --------------- ----------------- Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v), (A) in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after May 5, 2009the tenth (10/th/) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.875% Series D B Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES B PREFERRED STOCK") at an exchange rate of one ------------------------ share of Series D B Preferred Share from AMB Stock for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES B EXCHANGE PRICE"); provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D A Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D Preferred Units may be exchanged for Series D Preferred Shares, ; (C) in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10/th/) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for purposes of determining whether the holder of ---- such Series D B Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date; and (D) in whole but not in part (regardless of whether held by Contributors) 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 IX of the Charter of the General Partner as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series B Preferred Stock (the "SERIES B ARTICLES"), taking into account exceptions thereto and the provisions ----------------- of Section 9(a)(v) below) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) any holder of Series B Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel based upon information referred to in paragraph 4(f)(iii) of the Contribution Agreements or information contained in the Company publicly filed documents and which is acceptable to the Company 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 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D C Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v) and Section 9(c), (A) in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.875% Series D C Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES C PREFERRED STOCK") at an exchange rate of one share of Series D C Preferred Share from AMB Stock for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES C EXCHANGE PRICE"); provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D C 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 (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D Preferred Units may be exchanged for Series D Preferred Shares, ; (C) in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D C 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for purposes of determining whether the holder of such Series D C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date; and (D) in whole but not in part (regardless of whether held by Contributor) for Series C Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IX of the Charter of the General Partner as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series C Preferred Stock (the "SERIES C ARTICLES"), taking into account exceptions thereto and the provisions of Section 9(a)(v) below) if at any time Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit.

Right to Exchange. (i) Series D G Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5August 29, 20092010, at the option of 51% of the holders of all outstanding Series D G Preferred Units, for authorized but previously unissued Series D G Preferred Shares at an exchange rate of one Series D G Preferred Share from AMB for one Series D G Preferred Unit, subject to adjustment as described below (the "Series D G Exchange Price"); provided that the Series D 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 all outstanding Series D G Preferred Units for Series D G Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D G Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D G 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 D G 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 G Preferred Units may be exchanged for Series D G 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 D G Preferred Units after May 5August 29, 2002 2003 and prior to May 5August 29, 2009 2010 if such holders of a Series D G Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 D G Preferred Units at such earlier time would not cause the Series D 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 D 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 holders) an imminent and substantial risk that such holders' interest in the 120 126 Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, 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) the Series G Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel 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; or (B) the holder of the Series G Preferred Units shall deliver to 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 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 the Series G Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009, at the option of 51% of the holders of all outstanding Series D Preferred Units, for authorized but previously unissued Series D Preferred Shares at an exchange rate of one Series D Preferred Share from AMB for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); provided that the Series 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 all outstanding Series D Preferred Units for Series D Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series 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 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 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 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 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 but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and prior to May 5, 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 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.a

Right to Exchange. (i) Series D Preferred F Preference Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 7.95% Series D F Cumulative Redeemable Preferred Shares Stock of the Company (the “Series F Preferred Stock”) at an exchange rate of one share of Series D F Preferred Share from AMB Stock for one Series D Preferred F Preference Unit, subject to adjustment as described below (the "Series D “Exchange Price"”); , provided that the Series D Preferred F Preference Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding Series D Preferred F Preference Units for Series D F Preferred Shares Stock if (yx) at any time full distributions shall not have been timely made on the Preference Unit Distribution Date on any Series D Preferred F Preference Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive; , provided, however, that a distribution in respect of Series D Preferred F Preference Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Preference 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 more than two (2) Business Days after the applicable Preference Unit Distribution Payment Date, or (zy) upon receipt by a holder holder, or holders of Series D Preferred F Preference Units of (Al) notice from the General Partner that the General Partner or the Company or a Subsidiary of the General Partner or the Company has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by independent counsel to the General Partner or the Company familiar with such matters addressed to a holder or holders of Series D Preferred F Preference 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 F Preference Units may be exchanged for Series D F Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders date of all outstanding Series D Preferred Units issuance and after May 5the third (3rd) anniversary thereof, 2002 and prior to May 5, 2009 if such holders holder of a Series D Preferred F Preference Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred F Preference Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner and the Company 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 releaseRuling, in either case to the effect that an exchange of the Series D Preferred F Preference Units at such earlier time would not cause the Series D Preferred F Preference 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 F Preference Units is an "“investment company" ” under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series F Preference 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 VII of the Charter (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 2005 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 or (ii) any such holder of Series F Preference Units shall deliver to the Partnership and the General Partner and the Company an opinion of independent counsel reasonably acceptable to the General Partner and the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 2005, 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 a holder of the Series F Preference Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.25% Series D C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C PREFERRED SHARES") at an exchange rate of one share of Series D C Preferred Share from AMB Shares for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES C EXCHANGE PRICE"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares if (yx) at any time full distributions shall not have been timely made on any Series D 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 D C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D C 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 made, (zy) upon receipt by a holder or holders of Series D C Preferred Units of (A1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series D C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Partnership Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series D C Preferred Units may be exchanged for Series D C Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third (3rd) anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series D C Preferred Units or (ii) an opinion of independent legal 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series C 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 C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity 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 a holder of the Series C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, if the holder of the Series C Preferred Units is an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, the Series C Preferred Units may be exchanged in whole but not in part by such holder for Series C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity) if at any time, both (I) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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 (II) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D C Preferred Units will be ----------------- exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 9.45% Series D C Cumulative Redeemable Preferred Shares of the Company (the "Series C Preferred Shares") at an exchange rate of one share of Series D C Preferred Share from AMB Shares for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D C 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 or (z) upon receipt by a holder or holders of Series D 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 occurrence of an identified 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 Series D 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 D C Preferred Units may be exchanged for Series D C Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D C 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series C 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 C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Declaration of Trust (taking into account exceptions thereto)) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series C Preferred Units shall deliver to the Partnership and the General Partner 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 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 a holder of the Series C Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D I Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5March 21, 20092011, at the option of 51% of the holders of all outstanding Series D I Preferred Units, for authorized but previously unissued Series D I Preferred Shares at an exchange rate of one Series D I Preferred Share from AMB for one Series D I Preferred Unit, subject to adjustment as described below (the "“Series D I Exchange Price"”); provided that the Series D 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 all outstanding Series D I Preferred Units for Series D I Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D I Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D I 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 D I 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 I Preferred Units may be exchanged for Series D I Preferred Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% 84 of the holders of all outstanding Series D I Preferred Units after May 5March 21, 2002 2004 and prior to May 5March 21, 2009 2011 if such holders of a Series D I Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 an exchange of the Series D I Preferred Units at such earlier time would not cause the Series D I 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 I Preferred Units is an "“investment company" ” under Section 721(b) of the Code if an exchange is permitted at such earlier date.

Right to Exchange. (i) Series D F Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5March 22, 20092010, at the option of 51% of the holders of all outstanding Series D F Preferred Units, for authorized but previously unissued Series D F Preferred Shares at an exchange rate of one Series D F Preferred Share from AMB for one Series D F Preferred Unit, subject to adjustment as described below (the "Series D F Exchange Price"); provided that the Series D 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 all outstanding Series D F Preferred Units for Series D F Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 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 D 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 D F Preferred Units may be exchanged for Series D F 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 D F Preferred Units after May 5March 22, 2002 2003 and prior to May 5March 22, 2009 2010 if such holders of a Series D F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 D F Preferred Units at such earlier time would not cause the Series D 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 D F Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. 110 116 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 holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, 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) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1998, 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; or (B) the holder of the Series F Preferred Units shall deliver to 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 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 the Series F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (iA) Series D F Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series D F Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series F Preferred Stock") at an exchange rate of one share of Series D F Preferred Share from AMB Stock for one Series D F Preferred Unit, subject to adjustment as described below (the "Series D F Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D F Preferred Units for Series D F Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on the applicable Series F Preferred Unit Distribution Payment Date on any Series D 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 D F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 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 D 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 consummation occurrence of an identified 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 Series D 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 D F Preferred Units may be exchanged for Series D F Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D F Preferred Units Unit shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D 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 releaseRuling, in either case to the effect that an exchange of the Series D F Preferred Units at such earlier time would not cause the Series D F Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D F Preferred Units is an "investment company" under Section 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 (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 2001 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 or (ii) 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 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 a holder of the Series F Preferred Units would fail to maintain qualification as a real estate investment trust. Furthermore, the Series F Preferred Units may be exchanged in whole or in part for Series F Preferred Stock at any time after the date hereof, if both (1) the holder thereof concludes based on results or projected results that there exits (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009, at the option of 51% of the holders of all outstanding Series D Preferred Units, for authorized but previously unissued Series D Preferred Shares at an exchange rate of one Series D Preferred Share from AMB for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); provided that the Series 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 all outstanding Series D Preferred Units for Series D Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series 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 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 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 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 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 but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and prior to May 5, 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 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 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 section 721(b) of the Code if an exchange is permitted at such earlier date.. 82 87

Right to Exchange. (i) Series D A Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.125% Series D A Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES A PREFERRED STOCK") at an exchange rate of one share of Series D A ------------------------ Preferred Share from AMB Stock for one Series D A Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceEXCHANGE PRICE"); , provided that the Series D 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 51% of the holders of all outstanding Series D A Preferred Units for Series D A Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D A 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 or (z) upon receipt by a holder or holders of Series D 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 occurrence of an identified 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 Series D 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 D A Preferred Units may be exchanged for Series D A Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D A Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D A 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 releaseRuling, in either case to the effect that an exchange of the Series D A Preferred Units at such earlier time would not cause the Series D A Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for ---- purposes of determining whether the holder of such Series D A Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series A Preferred Units may be exchanged in whole or in part for Series A Preferred Shares at any time after the date hereof, if both (1) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgement of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D Preferred Preference Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5March 24, 20092015, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.0625% Series D Cumulative Redeemable Preferred Stock of the Company (the “Series D Preferred Shares Stock”) at an exchange rate of one share of Series D Preferred Share from AMB Stock for one Series D Preferred Preference Unit, subject to adjustment as described below (the "Series D “Exchange Price"”); , provided that the Series D Preferred Preference Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding Series D Preferred Preference Units for Series D Preferred Shares Stock if (yx) at any time full distributions shall not have been timely made on the Preference Unit Distribution Date on any Series D Preferred Preference Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive; , provided, however, that a distribution in respect of Series D Preferred Preference Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Preference 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 more than two (2) Business Days after the applicable Preference Unit Distribution Payment Date, or (zy) upon receipt by a holder holder, or holders of Series D Preferred Preference Units of (Al) notice from the General Partner that the General Partner or the Company or a Subsidiary of the General Partner or the Company has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by independent counsel to the General Partner or the Company familiar with such matters addressed to a holder or holders of Series D Preferred Preference 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 Preference Units may be exchanged for Series D Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and any holder prior to May 5March 24, 2009 2015 and after March 24, 2008, if such holders holder of a Series D Preferred Preference Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D Preferred Preference Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner and the Company 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 releaseRuling, in either case to the effect that an exchange of the Series D Preferred Preference Units at such earlier time would not cause the Series D Preferred Preference 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 Preference Units is an "“investment company" ” under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series D Preference 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 VII of the Charter (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 2005 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 or (ii) any such holder of Series D Preference Units shall deliver to the Partnership and the General Partner and the Company an opinion of independent counsel reasonably acceptable to the General Partner and the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 2005, 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 a holder of the Series D Preference Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders Holders of all outstanding Series D Preferred Units, for authorized but previously unissued REIT Series D Preferred Shares at an exchange rate of one REIT Series D Preferred Share Shares from AMB the General Partner for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series 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 Holders of all outstanding Series D Preferred Units for REIT Series D Preferred Shares if (yx) at any time full distributions shall not have been timely made on any Series 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 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 or (zy) upon receipt by a holder Holder or holders Holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder Holder or holders 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 the option of 51% of the holders Holders of all outstanding Series D Preferred Units after May 5, 2002 and prior to May 5, 2009 the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary of the issuance date thereof if such holders Holder of a Series D Preferred Units Unit shall deliver to the General Partner either (i) a private letter ruling addressed to such holder 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 releaseRuling, 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 Holder of such Series D Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, if 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 within the meaning of Sections 856 through 859 of the Code and (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 Partnership were a real estate investment trust within the meaning of the Code or (ii) 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 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 a Holder of the Series D Preferred Units would fail to maintain qualification as a real estate investment trust, or (B) any Holder of the Series D Preferred Units is an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, and both (I) such Holder concludes based on results or projected results that there exists (in the reasonable judgment of the Holder) an imminent and substantial risk that the Holder's interest in the Partnership does or will represent more than 19.5% of 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 (II) the Holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the Holder's interest in the Partnership does or will represent more than 19.5% of 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.

Right to Exchange. (i) Series D B Preferred Units will be ----------------- exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.30% Series D B Cumulative Redeemable Preferred Shares of the Company (the "Series B Preferred Shares") at an exchange rate of one share of Series D B Preferred Share from AMB Shares for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D B Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D B 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 or (z) upon receipt by a holder or holders of Series D 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 occurrence of an identified 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 Series D 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 D B Preferred Units may be exchanged for Series D B Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D B Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B 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 B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Declaration of Trust (taking into account exceptions thereto)) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) 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 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 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D A Preferred Units will be exchangeable in whole whole, but not in part unless expressly otherwise provided herein herein, at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of the holders of at least 51% of the holders of all outstanding Series D A Preferred Units, for authorized but previously unissued shares of 9.125% Series D A Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES A PREFERRED STOCK") at an exchange rate of one share of Series D A Preferred Share from AMB Stock for one Series D A Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES A EXCHANGE PRICE"); , provided that the Series D A Preferred Units will become exchangeable at any time, in whole whole, but not in part unless expressly otherwise provided herein, at the option of the holders of at least 51% of the holders of all outstanding Series D A Preferred Units for Series D Preferred Shares (x) if (y) at any time full distributions shall not have been timely made on the Series A Preferred Unit Distribution Payment Date on any Series D 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 D A Preferred Units shall be considered timely made on the Series A Preferred Unit Distribution Payment Date if made within two (2) Business Days after the applicable Series D 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 more than two (2) Business Days after the applicable Series A Preferred Unit Distribution Payment Date, or (zy) upon receipt by a holder or holders of Series D A 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D A Preferred Units may be exchanged for Series D A Preferred SharesStock, in whole whole, but not in part unless expressly otherwise provided herein, at the option of holders of at least 51% of the holders of all outstanding Series D A Preferred Units after May 5, 2002 and prior to May 5, 2009 the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof 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 A 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 releaseRuling, in either case to the effect that an exchange of the Series D A Preferred Units at such earlier time would not cause the Series D A Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Internal Revenue Code for purposes of determining whether the holder of such Series D A Preferred Units is an "investment company" under Section section 721(b) of the Internal Revenue Code if an exchange is permitted at such earlier date. Additionally, 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 the option of holders of at least 51% of all outstanding Series A Preferred Units, at any time after the third (3rd) anniversary of the date hereof, in the event the Partnership merges, consolidates, or sells or leases all of its assets as an entirety, where the resulting, surviving or transferee entity is a corporation or otherwise not a pass-through entity. Furthermore, the Series A 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 Internal Revenue Code for Series A Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Charter of the General Partner (taking into account exceptions thereto)) 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 Internal Revenue Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Internal Revenue Code or (ii) 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 income and assets tests of Section 856 of the Internal Revenue Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Internal Revenue Code and that such failure would create a meaningful risk that a holder of the Series A Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 9.0% Series D C Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series C Preferred Stock") at an exchange rate of one share of Series D C Preferred Share from AMB Stock for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D C 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 or (z) upon receipt by a holder or holders of Series D C Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary subsidiary of the General Partner has taken the position become aware of facts that will or likely will cause the Partnership is, or upon the consummation of an identified event in the immediate future will be, 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 Series D C Preferred Units, that the Partnership Partner- ship 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 C Preferred Units may be exchanged for Series D C Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D C 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C 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 D 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 C Preferred Units may be exchanged in whole or in part for Series C Preferred Shares at any time after the date hereof, if both (1) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) a material risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a material risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731(e)(4)) for a taxable year. In addition, Series C Preferred Units, if the holder thereof so determines, may be exchanged in whole or in part for Series C Preferred Stock at any time after the date hereof, if (1) the holder concludes (in the reasonable judgment of the holder) 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 nationally recognized independent counsel to the effect that less than 90% of the gross income of the Partnership for a taxable year will or likely will constitute "qualifying income" within the meaning of Section 7704(d) of the Code.

Right to Exchange. (i) Series D F Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5March 22, 20092010, at the option of 51% of the holders of all outstanding Series D F Preferred Units, for authorized but previously unissued Series D F Preferred Shares at an exchange rate of one Series D F Preferred Share from AMB for one Series D F Preferred Unit, subject to adjustment as described below (the "Series D F Exchange Price"); provided that the Series D 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 all outstanding Series D F Preferred Units for Series D F Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 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 D 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 D F Preferred Units may be exchanged for Series D F 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 D F Preferred Units after May 5March 22, 2002 2003 and prior to May 5March 22, 2009 2010 if such holders of a Series D F Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 D F Preferred Units at such earlier time would not cause the Series D 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 D 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 holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably acceptable to the General Partner to the effect that there is a 108 114 substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, 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) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1998, 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; or (B) the holder of the Series F Preferred Units shall deliver to 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 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 the Series F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series D G Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5April 20, 20092008, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued Series D G Cumulative Redeemable Preferred Shares of the General Partner (the “Series G Preferred Shares”) at an exchange rate of one Series D G Preferred Share from AMB for one Series D G Preferred Unit, subject to adjustment as described below (the "“Series D G Exchange Price"”); , provided that the Series D G Preferred Units will become exchangeable at any time, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding Series D G Preferred Units Units, for Series D G Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D G Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D Preferred Unit G 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 (z) upon receipt by a holder or holders of Series D G Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B) an opinion rendered by independent a nationally recognized counsel familiar with such matters addressed to a holder or holders of Series D G 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 G Preferred Units may be exchanged for Series D G Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and any holder prior to May 5April 20, 2009 2008 and after April 20, 2001 if such holders of a Series D G Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 releaseRuling, in either case to the effect that an exchange of the Series D G Preferred Units at such earlier time would not cause the Series D 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 D G 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 G Preferred Units may be exchanged in whole or in part for Series G Preferred Shares, if both (1) the holder concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that such holder’s interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year, and (2) the holder thereof delivers to the Partnership an opinion of a nationally recognized counsel to the effect that there is a substantial risk that such holder’s interest in the Partnership will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)); provided, however, in no event shall such a risk be deemed to exist unless such percentage exceeds 15% at such time.

Right to Exchange. (i1) The Series D Preferred Units will Equity shall be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime any time on or after May 5November 24, 2009, at the option of 51% of the holders of all outstanding 2009 for Series D Preferred Units, for authorized but previously unissued Stock of TCO (the "Series D Preferred Shares Stock") at an exchange rate (the "Exchange Rate") of one One Hundred Dollars ($100) of Series D Preferred Share from AMB for one Equity Balance (as computed after giving effect to a "book-up" of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom but in no event shall such Series D Preferred UnitEquity Balance (as so computed) exceed an amount equal to the capital contribution plus any Unpaid Series D Preferred Return) for one (1) share of Series D Preferred Stock to be delivered by TCO, subject to adjustment as described below (below. In the "event of an exchange, the Unallocated Series D Preferred Return shall be reduced to zero. At such time as TCO receives approval to amend its Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Preferred Stock (as defined therein), and further amends such Restated Articles of Incorporation, as amended, by increasing the number of shares of Series D Preferred Stock, which amendments TCO has undertaken to use its commercially reasonable efforts to cause to be made, the Exchange Price"); provided that Rate will be reduced proportionately. The terms of the Series D Preferred Units will Stock shall be as set forth on Schedule A attached hereto. Notwithstanding the foregoing, the Series D Preferred Equity shall become exchangeable at any time, in whole but not in part unless expressly provided otherwise provided herein, at the option of 51% of the holders of all outstanding Series D Preferred Units for Series D Preferred Shares Stock if (yx) at any time full distributions the accrued Series D Return shall not have been timely made on any distributed in full to the Series D Preferred Unit Partner with respect to six (6) prior quarterly distribution periods, whether or not consecutive; , provided, however, that a distribution in respect of the Series D Preferred Units Return shall be considered timely made if made within two (2) Business Days after the applicable Distribution Date for the Series D Preferred Unit Distribution Payment Date Return if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which the full distributions were amount of the accrued Series D Return was not timely made or (zy) upon receipt by a holder or holders of the Series D Preferred Units Partner of (Aa) notice from the Managing General Partner that the General Partner or a Subsidiary of the General Partner Partnership has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, be taxable as a PTP corporation and (Bb) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of the Series D Preferred Units, Partner that the Partnership is or likely is, or upon the occurrence of a defined an identified event in the immediate future will be or likely will be, taxable as a PTPcorporation. In addition, the The Series D Preferred Units Equity may be exchanged for Series D Preferred Sharesexchanged, in whole but not in part unless expressly otherwise provided hereinpart, at the option of 51% of the holders of all outstanding for Series D Preferred Units after May 5, 2002 and prior to May 5, 2009 Stock if such holders of a the Series D Preferred Units shall deliver to Partner concludes at any time that there exists in 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 an exchange reasonable judgment of the Series D Preferred Units at such earlier time would not cause Partner (as confirmed by its independent accountants) an imminent and substantial risk that the Series D Preferred Units to be considered "stock Partner's interest in the Partnership represents or will represent more than nineteen and securities" within the meaning of Section 351(e95/100ths percent (19.95%) of the Code capital or profits of the Partnership determined in accordance with Regulations Section 1.731-2(e)(4). In addition, if the Partnership sells in one (1) or more taxable transactions two (2) or more of (x) the properties on Schedule E to the Partnership Agreement or (y) the properties, if any, exchanged for purposes any of determining whether the holder of such Series D Preferred Units is an "investment company" under properties on Schedule E in a transaction pursuant to Section 721(b) 1031 of the Code if an exchange or pursuant to any other Code section providing for non-recognition treatment, and after giving effect to such sales (and related tax distributions by the Partnership) it is permitted at such earlier date.reasonably expected that the

Right to Exchange. (i) Series D B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 9.25% Series D B Cumulative Redeemable Preferred Shares of the General Partner (the "Series B Preferred Shares") at an exchange rate of one Series D B Preferred Share from AMB for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D B Preferred Shares if (yx) at any time full distributions shall not have been timely made on any Series D 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 D B 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 or (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D B Preferred Units may be exchanged for Series D B Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third (3rd) anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D B Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted were to occur at such earlier datetime. Furthermore, the Series B 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 B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Charter (taking into account exceptions thereto and exemptions therefrom)) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) 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 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D I Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5March 21, 20092011, at the option of 51% of the holders of all outstanding Series D I Preferred Units, for authorized but previously unissued Series D I Preferred Shares at an exchange rate of one Series D I Preferred Share from AMB for one Series D I Preferred Unit, subject to adjustment as described below (the "Series D I Exchange Price"); provided that the Series D 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 all outstanding Series D I Preferred Units for Series D I Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D I Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D I 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 D I 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 I Preferred Units may be exchanged for Series D I 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 D I Preferred Units after May 5March 21, 2002 2004 and prior to May 5March 21, 2009 2011 if such holders of a Series D I Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D 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 an exchange of the Series D I Preferred Units at such earlier time would not cause the Series D I Preferred Units to be considered "stock 129 and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series D I Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date.

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 7.625% Series D Cumulative Redeemable Preferred Shares of the General Partner (the "Series D Preferred Shares Shares") at an exchange rate of one Series D Preferred Share from AMB for one Series D Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series 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 51% of the holders of all outstanding Series D Preferred Units for Series D Preferred Shares if (yx) at any time full distributions shall not have been timely made on any Series 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 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 or (zy) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) 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, 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 but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third (3rd) anniversary thereof if such holders 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 a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling or any other IRS releaseRuling, 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 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 section 721(b) of the Code if an exchange is permitted were to occur at such earlier datetime. 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 Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Charter (taking into account exceptions thereto and exemptions therefrom)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 2002 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 or (ii) 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 2002, 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 a holder of the Series D Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5January 1, 20092014, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 7.25% Series D B Cumulative Redeemable Perpetual Preferred Shares of the General Partner (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series D B Preferred Share from AMB Shares for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceEXCHANGE PRICE"); , provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D B Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D B Preferred Units may be exchanged for Series D B Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock shares 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 D 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 B Preferred Units may be exchanged in whole but not in part (regardless of whether held by Contributors) for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VI of the Charter of the General Partner, taking into account exceptions thereto) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) 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 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D --------------- ----------------- C Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v) and Section 9(c), (A) in whole but not or in part unless expressly otherwise provided herein at anytime any time on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.875% Series D C Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series C Preferred ------------------ Stock") at an exchange rate of one share of Series D C Preferred Share from AMB Stock for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D C -------- Exchange Price"); provided that the Series D 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 51% of the -------------- holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D C 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 (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D Preferred Units may be exchanged for Series D Preferred Shares, ; (C) in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling addressed to such holder of Series D C 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for ---- purposes of determining whether the holder of such Series D C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date; and (D) in whole but not in part (regardless of whether held by Contributor) for Series C Preferred Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article IX of the Charter of the General Partner as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series C Preferred Stock (the "Series C -------- Articles"), taking into account exceptions thereto and the provisions of Section -------- 9(a)(v) below) if at any time Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit.

Right to Exchange. (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after May 5, 2009, at the option of 51% of the holders of all outstanding Series D Preferred Units, for authorized but previously unissued Series D Preferred Shares at an exchange rate of one Series D Preferred Share from AMB for one Series D Preferred Unit, subject to adjustment as described below (the "“Series D Exchange Price"”); provided that the Series 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 all outstanding Series D Preferred Units for Series D Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series 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 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 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 consummation of an identified event in the immediate future will be, a PTP “publicly traded partnership” within the meaning of Code Section 7704 (a “PTP”) and (B) an opinion rendered by 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 Shares, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series D Preferred Units after May 5, 2002 and prior to May 5, 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 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.

Right to Exchange. (i) Series D B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.75% Series D B Cumulative Redeemable Preferred Shares Stock of the General Partner (the "Series B Preferred Stock") at an exchange rate of one share of Series D B Preferred Share from AMB Stock for one Series D B Preferred UnitUnit , subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D B Preferred Shares Stock if (y) at any time full distributions shall not have been timely made on any Series D 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 D B 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 or (z) upon receipt by a holder or holders of Series D B Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary subsidiary of the General Partner has taken the position become aware of facts that will or likely will cause the Partnership is, or upon the consummation of an identified event in the immediate future will be, 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 Series D 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 D B Preferred Units may be exchanged for Series D B Preferred SharesStock, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D B 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D 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 Series D 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 B Preferred Units may be exchanged in whole or in part for Series B Preferred Stock at any time after the date hereof, if both (1) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of 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) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than

Right to Exchange. (i) Series D B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8.5% Series D B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series D B Preferred Share from AMB Shares for one Series D B Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES B EXCHANGE PRICE"); , provided that the Series D 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 51% of the holders of all outstanding Series D B Preferred Units for Series D B Preferred Shares if (yx) at any time full distributions shall not have been timely made on any Series D 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 D B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D 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 or made, (zy) upon receipt by a holder or holders of Series D B Preferred Units of (A1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series D B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series D B Preferred Units may be exchanged for Series D B Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third (3rd) anniversary thereof if such holders holder of a Series D B Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series D B Preferred Units or (ii) an opinion of independent legal 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 releaseRuling, in either case to the effect that an exchange of the Series D B Preferred Units at such earlier time would not cause the Series D B Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D B Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B 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 B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) 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 Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity 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 a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series D C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at anytime on or after May 5, 2009the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 9.125% Series D C Cumulative Redeemable Preferred Shares of the General Partner (the "Series C Preferred Shares") at an exchange rate of one Series D C Preferred Share from AMB for one Series D C Preferred Unit, subject to adjustment as described below (the "Series D Exchange Price"); , provided that the Series D 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 51% of the holders of all outstanding Series D C Preferred Units for Series D C Preferred Shares if (y) at any time full distributions shall not have been timely made on any Series D 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 D C 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 or (z) upon receipt by a holder or holders of Series D 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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 D C Preferred Units may be exchanged for Series D C Preferred Shares, in whole but not or in part unless expressly otherwise provided hereinpart, at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third (3rd) anniversary thereof if such holders holder of a Series D C Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D C 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 releaseRuling, in either case to the effect that an exchange of the Series D C Preferred Units at such earlier time would not cause the Series D C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series D C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted were to occur at such earlier datetime. Furthermore, the Series C 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 C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article VII of the Charter (taking into account exceptions thereto and exemptions therefrom)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 2000 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 or (ii) any such holder of Series C 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 2000, 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 a holder of the Series C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Share, in whole or in part, at the option of any holder that is not a corporation (a "non-corporate holder") if both (a) such non-corporate holder concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership will represent more than 19.9% of 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 (or portion thereof), and (b) the non-corporate holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership will represent more than 19.9% of 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 (or portion thereof in which the relative interests of the Partners may vary from their relative interests for an immediately preceding and/or immediately succeeding portion thereof).

Right to Exchange. (i) Subject to all cases to the ownership limitations set forth in the Charter, Series D A Preferred Units will be exchangeable in whole (but not in part unless expressly otherwise provided herein part) at anytime any time on or after May 5, 2009the tenth (10{th}) anniversary of the date of issuance, at the option of 51% of the holders of all outstanding Series D Preferred Unitsthereof, for authorized but previously unissued shares of 8-3/4% Series D A Cumulative Redeemable Preferred Shares Stock of the General Partner (the "SERIES A PREFERRED STOCK") at an exchange rate of one share of Series D A Preferred Share from AMB Stock for one Series D A Preferred Unit, subject to adjustment as described below (the "Series D Exchange PriceSERIES A EXCHANGE PRICE"); , provided that the Series D A Preferred Units will become exchangeable at any time, in whole (but not in part unless expressly otherwise provided hereinpart), at the option of 51% of the holders of all outstanding Series D A Preferred Units for Series D A Preferred Shares Stock if (yx) at any time full distributions shall not have been timely made on any Series D 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 D A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series D A 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 made, (zy) upon receipt by a holder or holders of Series D A 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 consummation occurrence of an identified a defined event in the immediate future will be, a PTP and (B2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D 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, or (z) the holders of the Series A 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 and (ii) if such notice and opinion than 20% of the profits and capital interests of the Partnership; PROVIDED, that (i) in the case of clause (z), the Series D A Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series A Preferred Units to less than 20% of the profits and capital interests of the Partnership and (ii) if such notice and opinion described in clauses (1) and (2) refers to a defined event, the Series A Preferred Units will become exchangeable only after the defined event occurs; PROVIDED FURTHER, that in the event any such exchange would result from application of clause (y)(2) above, no exchange will be available to the holders of Series A Preferred Units if, within 15 Business Days of the date of delivery of the opinion referred to in clause (y)(2) above, the General Partner delivers to such holders an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to the 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 foregoing, but subject to the ownership limitations in the Charter, the Series A Preferred Units may be exchanged for Series D A Preferred SharesStock, in whole (but not in part unless expressly otherwise provided hereinparty), at the option of 51% any holder prior to the tenth (10th) anniversary of the holders of all outstanding Series D Preferred Units issuance date and after May 5, 2002 and prior to May 5, 2009 the third anniversary thereof if such holders holder of a Series D A Preferred Units shall deliver to the General Partner either (i) a private letter ruling addressed to such holder of Series D A 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 releaseRuling, in either case to the effect that an exchange of the Series D A Preferred Units at such earlier time would not cause the Series D 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 Series D A Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date.